Common use of Lock-Up Clause in Contracts

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx.

Lock-Up. (i) The Seller hereby agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockthat, without the prior written consent of such managing underwriterthe Buyer, from it (aA) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofwill not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares call option or purchase any put option with respect to, or pledge, borrow or otherwise dispose of, any of Common Stock the Registrable Securities, and (B) will not establish or increase any securities convertible into, exercisable for “put equivalent position” or exchangeable for shares liquidate or decrease any “call equivalent position” with respect to such Registrable Securities (in each case within the meaning of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquiredSection 16 of the Exchange Act), or (b) entering otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesRegistrable Securities, whether any or not such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such Registrable Securities, other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1other consideration, in no event shall the Lock-up Period exceed either case for a period of (x) one hundred and eighty (180) days with respect to the Buyer Common Sharesone-half of such Registrable Securities, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods (y) three hundred and sixty five (365) days with respect to the holders remaining Registrable Securities, in each case commencing on the Closing Date; provided that, notwithstanding the foregoing, the Seller shall be permitted to transfer all or any portion of the Registrable Securities to any Seller’s Affiliate; provided, further, that prior to any such transfer the transferor at its expense shall provide to the Buyer an opinion of counsel reasonably acceptable to the Buyer to the effect that such transfer would not require registration under the Securities Act. The Seller hereby further agrees to cause each Registrable Securities Holder to enter into a lock-up agreement giving effect to the provisions of this Section 6(h) immediately upon such Registrable Securities Holder’s acquisition of an aggregate of any Registrable Securities. The registration of the Registrable Securities as contemplated by Sections 6(a) and (b) shall not be prohibited by this Section 6(h). (ii) The Buyer and EIAC shall cause each of Gxxxxx Xxxxxxxx and Mxxxxx Xxxxxxxxxxxxx to enter into an acknowledgment and agreement (as required by Section 14(p)) providing that, without the prior written consent of the Buyer, he (A) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, or pledge, borrow or otherwise dispose of the 1 million units of Buyer to be issued pursuant to Section 3(c)(viii) of this Agreement, or any of the Buyer Common Stock or warrants included therein, and (B) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to 1 million units of Buyer to be issued pursuant to Section 3(c)(viii) of this Agreement, or any of the Buyer Common Stock or warrants included therein (in each case within the meaning of Section 16 of the Exchange Act), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of the 1 million units of Buyer to be issued pursuant to Section 3(c)(viii) of this Agreement, or any of the Buyer Common Stock or warrants included therein, whether or not such transaction is to be settled by delivery of shares of Common Stock, the Buyer Common Shares Stock or warrants, other securities, cash or other consideration, in either case for a period of one hundred and eighty (180) days commencing on the Closing Date. The registration rights contemplated by Sections 6(a) and (b) shall not be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) prohibited by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx6(h)(ii).

Lock-Up. Seller agrees (a) Subject to Sections 7(b) and except as otherwise determined by the Board, each of the Topco Equityholders and the Horizon Equityholders agree that in connection with the IPO, the managing underwriter may, they shall not Transfer any of their Lock-Up Shares during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise Period (the “Lock-up”); provided that, (i) 50% of their respective Lock-up Shares shall be released on the date that is six (6) months following the Closing and (ii) the remaining Lock-up Shares shall be released on any date, at least six (6) months following the Closing, on which (A) the price per Lock-up Share exceeds $15.00 per share for twenty (20) trading days within a consecutive thirty (30) day trading period and (B) the average daily trading volume exceeds one (1) million shares of Common Stock during such consecutive thirty (30) trading day period. Any waiver of the restrictions set forth in this Section 7(a) shall require the approval of a majority of the directors of the Board; provided, however, (i) any waiver of the restrictions in this Section 7(a) in respect of Lock-up Shares held by any of the Topco Equityholders shall require the approval of a majority of the members of the Board who are not Topco Designees and (ii) any waiver of the restrictions in this Section 7(a) in respect of Lock-up Shares held by any of the Horizon Equityholders shall require the approval of a majority of the members of the Board excluding the Horizon Designee. (b) Notwithstanding the provisions set forth in Section 5.4.17(a), in no event each of the Topco Equityholders, the Horizon Equityholders and any of their respective Permitted Transferees shall be permitted to Transfer their Lock-up Shares during the Lock-up Period exceed one hundred eighty (180i) days to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors or (C) with respect to any Topco Equityholder and its Permitted Transferees, any direct or indirect partners, members or equity holders of the Buyer Common SharesTopco Equityholders, any Affiliates of the Topco Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates or, with respect to any Horizon Equityholder and its Permitted Transferees, any direct or indirect partners, members or equity holders of the Horizon Equityholders, any Affiliates of the Horizon Equityholders or any related investment funds or vehicles controlled or managed by such persons or their respective Affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person; (iii) by gift to a charitable organization; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder; (vii) to the Company (provided that any Transfers to the Company are pro rata as between the Topco Equityholders and the Horizon Equityholders, except as otherwise approved by the Board (including at least one Topco Designee and one Horizon Designee)); or (viii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the limited circumstances provided Closing Date (each such transferee in clauses (i) – (vii) collectively, a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (v) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Section 7. (c) Notwithstanding anything contained herein to the contrary, the Lock-up AgreementPeriod shall expire, andand each Topco Equityholder, in the event Horizon Equityholder and its respective Permitted Transferees, shall be entitled to the extent that the managing underwriter or Buyer permits varying Transfer all of its Lock-up Periods with respect Shares, immediately upon the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of exchange their shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officerCompany for cash, director securities or any other holder of shares of Common Stock other than Xxxxxx Xxxxxproperty.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing (a) Commencing on the IPO date hereof and ending 180 days after the Closing Date until (as defined in the date specified by such managing underwriter Securities Purchase Agreement) (the “Lock-up Up Period”)) each Investor will not, restrict holders and will cause any of shares of Common Stockits affiliates (as defined in Rule 144) not to, without the prior written consent of such managing underwriter(i) sell, from (a) offering, pledging, selling, contracting offer to sell, granting contract or agree to sell, hypothecate, pledge, grant any option or contract to purchase, purchasing make any option short sale or contract to sell, hedging the beneficial ownership otherwise dispose of or otherwise disposing agree to dispose of, directly or indirectly, any shares of Common Stock or Common Stock Equivalents (each as defined in the Securities Purchase Agreement), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the 1934 Act and the rules and regulations of the SEC promulgated thereunder with respect to any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then Common Stock Equivalents owned directly by such holder or are thereafter acquiredInvestor (including holding as a custodian), or with respect to which such Investor has beneficial ownership within the rules and regulations of the SEC (bcollectively with respect to such Investor, the “Investor’s Shares”), (ii) entering enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesany of the Investor’s Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise otherwise, or (iii) publicly disclose the intention to do any of the foregoing. (b) Notwithstanding the foregoing, such Investor may transfer the Investor’s 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 affiliate of such Investor provided that such affiliate agrees to be bound in writing by the restrictions set forth herein or (iii) to any trust for the direct or indirect benefit of such Buyer or the immediate family of such Buyer, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that, solely in the case of clauses (i) and (iii), any such transfer shall not involve a disposition for value. For purposes of this Section 11(b)(ii), “Lock-up”)immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. Notwithstanding Section 5.4.1Such Investor now has, in no event shall and, except as contemplated by the immediately preceding sentence, for the duration of the Lock-up Up Period exceed one hundred eighty (180) days with respect will have, good and marketable title to the Buyer Common Investor’s Shares, free and clear of all liens, encumbrances, and claims whatsoever, except for the limited circumstances provided as set forth in the Lock-up Agreement, and, Transaction Documents (as defined in the event Securities Purchase Agreement) and under applicable securities laws. Such Investor also agrees and consents to the extent entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Investor’s Shares except in compliance with the foregoing restrictions. Such Investor understands and agrees that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares this Section 11(b)(ii) is irrevocable and shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter binding upon such Investor’s heirs, legal representatives, successors, and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxassigns.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common StockPurchaser shall not, without the prior written consent of such the managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting dispose of, transfer, make any short sale of, grant any option or contract to purchase, purchasing any option or contract to sell, hedging for the beneficial ownership of or otherwise disposing purchase of, directly or indirectlyenter into any hedging or similar transaction with the same economic effect as a sale, any shares the Shares (the “Restricted Securities”), during the 180-day period following the date of Common Stock the final prospectus relating to the Company’s Initial Public Offering (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any securities convertible into, exercisable for successor or exchangeable for shares of Common Stock (whether such shares similar rule or any such securities are then owned by such holder or are thereafter acquired), or (bregulation) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-upUp Period”). Notwithstanding Section 5.4.1Purchaser agrees to execute and deliver such agreements as may be reasonably requested by the Company or the managing underwriters which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, in no event shall the LockCompany may impose stop-up Period exceed one hundred eighty (180) days transfer instructions with respect to Purchaser’s Restricted Securities until the Buyer Common Sharesend of such period. The underwriters of the Company’s stock are intended third-party beneficiaries of this Section 4(d) and shall have the right, except for power and authority to enforce the limited circumstances provided in the Lock-up Agreementprovisions hereof as CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, and, in the event and AS AMENDED. though they were a party hereto. The foregoing provisions of this Section 4(d) shall apply only to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect Initial Public Offering, shall not apply to the holders sale of any shares of Common Stockto an underwriter pursuant to an underwriting agreement, the Buyer Common Shares and shall be applicable to the Purchaser only if all officers and directors are subject to the shortest Lock-up Period permitted to any holder same restrictions and the Company obtains a similar agreement from all stockholders individually owning more than five percent (5%) of shares of the Company’s outstanding Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyeron a fully diluted basis. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any Any discretionary waiver or termination of the restrictions of any Lock-up pertaining or all of such agreements by the Company or the underwriters shall apply pro rata to any officerall stockholders subject to such agreements, director or any other holder based on the number of shares of Common Stock other than Xxxxxx Xxxxxsubject to such agreements.

Lock-Up. Seller (a) Each Limited Partner agrees not to (A) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in connection with the IPO, disposition by any person at any time in the managing underwriter may, during future of) any of the period commencing on the IPO Closing Date until the date specified Abraxas Common Stock received by such managing underwriter Limited Partner in the Merger (the “Lock-up PeriodMerger Shares”), restrict holders or announce any intention to do any of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired)foregoing, or (bB) entering enter into any swap or other arrangement derivatives transaction that transfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of such securitiesthe Merger Shares, whether any such transaction described in clause (aA) or (bB) above is to be settled by delivery of Common Stock the Merger Shares or such other securities, in cash or otherwise (the “Initial Lock-upUp”). Notwithstanding Section 5.4.1, in no event shall for a period commencing at the Effective Time and ending on the date that is 90 days after the Effective Time (the “Initial Lock-up Period exceed one hundred eighty Up Period”). (180b) days with respect to Upon the Buyer Common Shares, except for expiration of the limited circumstances provided in the Initial Lock-up AgreementUp Period (the “First Release Date”), andone-third of the Merger Shares originally held by each Limited Partner shall thereafter be unrestricted and freely tradable, in subject to applicable securities laws and the event and to remaining two-thirds of the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Limited Partners’ Merger Shares shall be remain subject to the shortest Initial Lock-up Period permitted Up; provided, however, the Limited Partners may sell or dispose of the remaining two-thirds of the Merger Shares in compliance with applicable securities laws to any holder an accredited investor or qualified institutional buyer which becomes a party to this Agreement and is reasonably acceptable to Abraxas. (c) Upon the expiration of shares the twelve-month period immediately following the First Release Date (the “Second Release Date”), an additional one-third of Common Stock (other than Xxxxxx Xxxxx) the Merger Shares originally held by each Limited Partner shall be unrestricted and freely tradable, subject to applicable securities laws and the managing underwriter and Buyer. Notwithstanding anything remaining one-third of the Limited Partners’ Merger Shares shall remain subject to the contrary contained Initial Lock-Up; provided, however, the Limited Partners may sell or dispose of the remaining one-third of the Merger Shares in compliance with applicable securities laws to an accredited investor or qualified institutional buyer which becomes a party to this Agreement and is reasonably acceptable to Abraxas. (d) Upon expiration of the twelve-month period immediately following the Second Release Date, all of the Merger Shares originally held by each Limited Partner shall be automatically released from any transfer restriction set forth in this Section 5.41.5 and the Limited Partners may freely transfer their Merger Shares in accordance with applicable securities laws. The Limited Partners may sell or dispose of their freely-tradable Merger Shares only in accordance with the terms of this Agreement and pursuant to (A) a registration statement covering Abraxas Common Stock as set forth in Sections 5.1 and 5.2, the Buyer Common Shares shall be released from (B) any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination section of the restrictions of any Lock-up pertaining to any officer, director Rule 144 (or any other holder of shares of Common Stock other than Xxxxxx Xxxxxsimilar provision then in force under applicable securities laws), (C) private sales in compliance with applicable securities laws to accredited investors or qualified institutional buyers or (D) pursuant to an Underwritten Offering (as defined in Section 5.3) as set forth in Sections 5.2 or 5.3.

Lock-Up. Seller agrees that in connection with If the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of Company at any time shall register shares of Common StockStock under the Securities Act for sale to the public in an underwritten offering and if requested by the lead managing underwriter, Xxxxxxx agrees not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any capital stock of the Company without the prior written consent of such the lead managing underwriter, from during a period of not more than ninety (a90) offering, pledging, selling, contracting days (or up to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days if requested by the lead managing underwriter in connection with respect to a Qualified Public Offering) commencing on the Buyer Common Shares, except for effective date of the limited circumstances provided in Registration Statement (the “Lock-up AgreementUp Period”); provided, andhowever, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the if any holders of shares of Common Stock, the Buyer Common Shares Registrable Securities shall be subject to a shorter period or receives more advantageous terms relating to the shortest Lock-up Up Period, then the Lock-Up Period permitted shall be such shorter period and also on such more advantageous terms and Xxxxxxx shall be released from its obligations under this clause to the extent any other holder of Registrable Securities is released. Notwithstanding the foregoing, Xxxxxxx shall be entitled to transfer any shares of Class A Common Stock (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 Affiliates of Xxxxxxx where such Affiliates agree to be bound in writing by the restrictions set forth herein, (iii) with the prior written consent of the Company, (iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following the consummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in open market transactions, or (other than Xxxxxx Xxxxxvi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Xxxxxxx, provided that such Person agrees to be bound in writing by the restrictions set forth herein; provided that, in the case of this clause (i), (iv), (v) and (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Xxxxxxx does not otherwise voluntarily effect any public filing or report regarding such transfers. In addition, if requested by the lead managing underwriter and Buyer. Notwithstanding anything to the contrary contained underwriter, in this Section 5.4connection with a public offering, the Buyer Common Shares Xxxxxxx shall be released from any Lockenter into a customary lock-up in agreement with the event and to the extent that the lead managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxunderwriter.

Lock-Up. Seller (a) Each Founder agrees with New Holdco (severally and not with any other Founder) that in connection with the IPO, the managing underwriter may, during the twelve (12) month period commencing on following the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common StockMerger Effective Time, without the prior written consent of New Holdco, such managing underwriterFounder shall not, from and shall not authorize, permit or direct its Subsidiaries or Affiliates to, directly or indirectly, (ai) offeringoffer, pledgingpledge, selling, contracting announce the intention to sell, granting sell, contract to sell, sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, warrant to purchase or otherwise disposing oftransfer or dispose of any of its New Holdco Common Shares or (ii) enter into any derivative transaction of any type whatsoever (including, directly or indirectlywithout limitation, any shares of Common Stock swap, contract for differences, option, warrant or any securities convertible into, exercisable for futures transaction or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (barrangement) entering into any swap or other arrangement that transfers to anothertransfers, in whole or in part, any of the economic consequences of its ownership of such securitiesany of its New Holdco Common Shares (each of (i) and (ii) above, a “Disposal”), whether any such transaction described in clause clauses (ai) or (bii) above is to be settled by delivery of any New Holdco Common Stock or such other securitiesShares, in cash or otherwise otherwise. (b) Notwithstanding the “Lock-up”). Notwithstanding foregoing, the restrictions contained in this Section 5.4.1, in no event 2 shall not apply to any of the Lock-following Disposals: (i) a Disposal of New Holdco Common Shares by any Founder to any of its Affiliates at any time; (ii) a Disposal by: (A) Xxxxxx or Xxxxxx X. Xxxxxxxx of up Period exceed one hundred eighty to an aggregate amount of 10% of their New Holdco Common Shares; or (180B) days with respect Berggruen or Xxxxxxx Xxxxxxxxx of up to an aggregate amount of 10% of their New Holdco Common Shares; or (C) the Buyer Pershing Square Entities or Xxxxxxx X. Xxxxxx of up to an aggregate amount of 10% of their New Holdco Common Shares, except in each case of clauses (A), (B) and (C) as a bona fide gift (in each case by reference to the number of New Holdco Common Shares they hold immediately following consummation of the Business Combination); (iii) a Disposal of New Holdco Common Shares, by Xx. Xxxxxxxx, Xx. Xxxxxxxxx or Xx. Xxxxxx for estate planning purposes to persons immediately related to such person, as the case may be, making such Disposal by blood, marriage or adoption; (iv) a Disposal of New Holdco Common Shares by Xx. Xxxxxxxx, Xx. Xxxxxxxxx or Xx. Xxxxxx to any trust that is solely for the limited circumstances benefit of such person, as the case may be, and/or the persons described in Section 2(b)(iii),including such Disposal made to any trust (or any direct or indirect subsidiary of any trust) of which Xx. Xxxxxxxx, Xx. Xxxxxxxxx or Xx. Xxxxxx is a beneficiary); (v) a Disposal of New Holdco Common Share by any Founder (or any funds referred to in Section 2(b)(vi)) to any of its holders of equity, holders of partnership interests or members; provided in the Lock-up Agreement, andthat, in the case of a Disposal by a Pershing Square Entity (or any fund referred to in Section 2(b)(vi)) to any of its holders of equity, holders of partnership interests or members, such Disposal is made (a) in order to satisfy a redemption of the shares or interests of the transferee, (b) pursuant to a winding up of such Pershing Square Entity (or such fund referred to in Section 2(b)(vi)) or (c) as a result of a legal, regulatory or tax issue that makes it illegal or, in the determination of such Pershing Square Entity (or such fund referred to in Section 2(b)(vi)) acting reasonably, materially disadvantageous for such Pershing Square Entity (or such fund referred to in Section 2(b)(vi)) to continue to hold such New Holdco Common Shares; (vi) a Disposal of New Holdco Common Shares by a fund managed by Pershing Square Capital Management, L.P., or an Affiliate thereof, to another fund managed by Pershing Square Capital Management, L.P., or an Affiliate thereof; (vii) any Disposal by any Founder (or in the event of a Disposal under Section 2(b)(v), any equity holder, holder of partnership interest or member referred to therein, or in the event of a Disposal under Section 2(b)(vi), any funds referred to therein) of up to an aggregate amount of 10% of its New Holdco Common Shares (in the case of a Founder by reference to the number of New Holdco Common Shares it holds immediately following the Business Combination (less any New Holdco Common Shares transferred by it pursuant to Section 2(b)(v) or Section 2(b)(vi)) and in the case of any such equity holder, holder of partnership interest, member or fund, by reference to the number of New Holdco Common Shares it holds immediately after the Disposal pursuant Section 2(b)(v) or Section 2(b)(vi), as the case may be) to any person if and to the extent that either (A) the proceeds of sale are used solely for the purpose of making a payment by way of charitable gift to a charitable organization registered with the applicable charities regulator or (B) such person is a charitable organization registered with the applicable charities regulator; (viii) an acceptance of a general offer for the New Holdco Common Shares made to all holders of New Holdco Common Shares on equal terms; (ix) the provision of an irrevocable undertaking to accept an offer as described in Section 2(b)(viii); (x) any Disposal of New Holdco Common Shares by a Founder to any person if and to the extent that the managing underwriter proceeds of sale are used solely for the purpose of meeting any tax liability incurred in connection with, or Buyer permits varying Lockas a result of transactions related to, the completion of the Business Combination; or (xi) a Disposal of any New Holdco Common Shares acquired by a Founder after the Merger Effective Time in any open-up Periods market transaction; provided that with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions Disposals listed Section 2(b)(i) through Section 2(b)(vi), New Holdco is given written notice prior to or contemporaneously with said Disposal, identifying the name and address of any Lock-up pertaining such transferee and such transferee(s) assume in writing the obligations of such Founder under this Agreement by executing appropriate joinder agreements in a form reasonably acceptable to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxNew Holdco.

Lock-Up. Seller agrees that in connection with If the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of Company at any time shall register shares of Common StockStock under the Securities Act for sale to the public in an underwritten offering and if requested by the lead managing underwriter, Avenue agrees not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of, any capital stock of the Company without the prior written consent of such the lead managing underwriter, from during a period of not more than ninety (a90) offering, pledging, selling, contracting days (or up to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days if requested by the lead managing underwriter in connection with respect to a Qualified Public Offering) commencing on the Buyer Common Shares, except for effective date of the limited circumstances provided in Registration Statement (the “Lock-up AgreementUp Period”); provided, andhowever, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the that, if any holders of shares of Common Stock, the Buyer Common Shares Registrable Securities shall be subject to a shorter period or receives more advantageous terms relating to the shortest Lock-up Up Period, then the Lock-Up Period permitted shall be such shorter period and also on such more advantageous terms and Avenue shall be released from its obligations under this clause to the extent any other holder of Registrable Securities is released. Notwithstanding the foregoing, Avenue shall be entitled to transfer any shares of Class A Common Stock (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 Affiliates of Avenue where such Affiliates agree to be bound in writing by the restrictions set forth herein, (iii) with the prior written consent of the Company, (iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following the consummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in open market transactions, or (other than Xxxxxx Xxxxxvi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Avenue, provided that such Person agrees to be bound in writing by the restrictions set forth herein; provided that, in the case of this clause (i), (iv), (v) and (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Avenue does not otherwise voluntarily effect any public filing or report regarding such transfers (collectively, the “Lock-Up Exceptions”). In addition, if requested by the lead managing underwriter and Buyerunderwriter, in connection with a public offering, Avenue shall enter into a customary lock-up agreement with the lead managing underwriter. Notwithstanding anything If the Company notifies Avenue of its intention to consummate a Qualified Public Offering, on its own behalf or in connection with an exercise by any Person possessing demand rights pursuant to another agreement in which the Company has granted demand rights, Avenue agrees that it shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose, any shares of Class A Common Stock (except, in each case, as part of the Qualified Public Offering, if permitted) during the period beginning on the delivery or receipt of such notice until the expiration of the Lock-Up Period, subject to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxUp Exceptions.

Lock-Up. Seller agrees that in (a) In connection with the IPOfirst Public Offering of Shares, no holder of Shares shall Transfer any Shares for a period beginning seven (7) days immediately preceding the managing underwriter maydate upon which the Company in good faith believes that the relevant registration statement shall become effective, during the period commencing and ending on the IPO Closing Date until one hundred eightieth (180th) day (or, at the date specified by discretion of the underwriter, such managing underwriter (lesser period) following the “Lock-up Period”), restrict holders effectiveness of shares of Common Stock, such registration statement with respect to such Public Offering without the prior written consent of such the underwriters managing the offering, and at the request of the underwriter, from each holder of Shares shall enter into an agreement to such effect with the underwriter; provided, however, that the provisions of this Section 3.14 shall not prohibit any Permitted Transfers, provided that the Permitted Transferee agrees to be bound by the terms of this Agreement, including this Section 3.14. (ab) In connection with a Public Offering initiated pursuant to Section 3.2 hereof, at the request of the initiating Stockholder, no holder of Shares shall Transfer any Shares without the prior written consent of the underwriters managing the offering. The request made by the initiating Stockholder pursuant to this clause (b) shall not be made within sixty (60) days of the expiration of any other contractual lock-up period (which 60 day period shall be increased by the number of days the Company’s xxxxxxx xxxxxxx window has been closed during such 60-day period) and shall expire ninety (90) days (or such shorter period to which the underwriter shall agree) following the effectiveness of the registration statement with respect to such public offering. At the request of the underwriter, pledgingsuch holder of Shares shall enter into an agreement with the underwriter to the effect of the foregoing. The provisions of this Section 3.14(b) shall not be applicable to Permitted Transferees of any Holder who are shareholders, sellingpartners or members, contracting respectively, of such Holder, who in each case, received Shares after the initial Public Offering and not otherwise during any lock-up period, (ii) any Holder more than once during any calendar year, (iii) any Holder (other than the Company’s directors and officers ) that is not provided the opportunity to sell, granting any option or contract include Shares in such Public Offering on a pro rata basis with all holders according to purchase, purchasing any option or contract to sell, hedging the beneficial ownership total amount of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are Registrable Securities then owned by such holder holder, and (iv) any Holder who holds less than 5% of the Company’s outstanding common stock, other than the Company’s directors and officers. (c) The Company shall ensure that any underwriting agreement entered into in connection with an underwriting in which any BP Stockholder or are thereafter acquired), or WP Stockholder (b) entering into any swap or other arrangement that transfers to anotheror, in whole or in parteach case, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (atheir Permitted Transferees) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, participates will provide that in the event and to that any 15% Stockholder is released by the extent that the underwriters managing underwriter an offering covered by this Section 3.14 from its obligations under this Section 3.14 (or Buyer permits varying Lockany similar lock-up Periods with respect to restriction), any BP Stockholder or WP Stockholder (or, in each case, their Permitted Transferees) shall also be released by the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lockunderwriters managing such offering from their obligations under this Section 3.14 (or any similar lock-up Period permitted to any holder restriction), on a pro rata basis, in accordance with their respective number of shares of Common Stock (other than Xxxxxx Xxxxx) Registrable Shares held by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxthem.

Lock-Up. Seller agrees that (i) This Section 4 (e) Lock-Up shall apply only to the New Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) The Buyer (and to the extent any Securities are Transferred to the Permitted Transferee in connection accordance with the IPOprovisions of Section 4(e)(iv), the managing underwriter mayPermitted Transferee) shall not offer, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)pledge, restrict holders of shares of Common Stocksell, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, lend, or otherwise disposing transfer or dispose of, directly or indirectly, any shares of Common Stock the Securities purchased hereunder or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securitiessecurities (any of the foregoing, whether any such transaction described in clause a “Transfer”) without the prior written consent of the Company for a period of two (a2) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise years from the Closing Date (the “Lock-upUp Period”). Notwithstanding , provided that nothing herein shall restrict the Buyer from pledging any of the Securities purchased hereunder with the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such pledge. (iii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 5.4.14(e)(iv), in no event the Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the Lock-up Period exceed one hundred eighty Up Period) from selling the New Common Shares to any person or entity that is a Competitor (180as defined below) days with respect to of the Buyer Common SharesCompany or a member of the Competitor’s Group (as defined below), except for in a genuine open market sale where the limited circumstances provided in identity of the Lock-up Agreementpurchaser of the Common Shares is not known to, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stockcannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of Common Shares that the Buyer is permitted to sell in the open market shall be subject not exceed 1% of the issued share capital of the Company at the relevant time during any 30-day period. For the purpose of this Section 4(e), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to the shortest Lock-up Period permitted to any holder most recent data of shares of Common Stock Gartner and/or iSuppli as at the Closing Date, or (other than Xxxxxx Xxxxxb) by the managing underwriter and Buyer. Notwithstanding anything leading ten (10) semiconductor manufacturing companies in the PRC according to the contrary contained in this Section 5.4, most recent data of the Buyer Common Shares shall be released from any Lock-up in Ministry of Industry and Information Technology of the event and PRC or other institutions under its supervision (such as but not limited to the extent that China Semiconductor Industry Association) as at the managing underwriter or Buyer permits Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any discretionary waiver or termination subsidiaries of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxCompetitor’s holding company.

Lock-Up. Seller agrees that (i) The Investor (and to the extent any Securities are transferred to the Permitted Transferee in connection accordance with the IPOprovisions of Section 4(e)(iii), the managing underwriter mayPermitted Transferee) shall not offer, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)pledge, restrict holders of shares of Common Stocksell, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, lend, or otherwise disposing transfer or dispose of, directly or indirectlyindirectly (each a “Disposal”), any shares of Common Stock the Initial Convertible Preferred Shares, any Convertible Preferred Shares issued upon the exercise of the Warrants and any Additional Convertible Preferred Shares (the “Investor Convertible Preferred Shares”) or the Warrants subscribed hereunder or any securities convertible into, exercisable for of the Common Shares issuable upon conversion of such Convertible Preferred Shares or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securitiessecurities (any of the foregoing, whether any such transaction described in clause a “Transfer”) without the prior written consent of the Company for a period of two (a2) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise years from the Closing Date (the “Lock-upUp Period”), provided that nothing herein shall restrict the Investor from a Disposal of any of the Investor Convertible Preferred Shares or the Warrants subscribed hereunder or any of the Common Shares issuable upon conversion of the Investor Convertible Preferred Shares to the Permitted Transferee and the rights of the Investor under this Agreement shall not be affected by such Disposal, provided that this paragraph shall cease to apply if any of Mr. David X.X. Xxxx (chief executive officer and president of the Company), Xx. Notwithstanding Xxxx Xxxxx, Xx. Xxxxx Xxxx, Xx. Xxxxx Xxx-Fei Chi and Xx. Xxxxx Xxxx, shall not continue their respective employment with the Company for a minimum period of two (2) years commencing from the Closing Date, except: (1) as a result of the misconduct of any of the said individuals; or (2) where the health condition of any of the said individuals is such that the relevant individual is not able to continue his employment with the Company. (ii) The Investor (and, to the extent any Securities are transferred to the Permitted Transferee in accordance with the provisions of Section 5.4.14(e)(iii), in no event the Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the Lock-up Period exceed one hundred eighty Up Period) from selling the Investor Convertible Preferred Shares and the Warrants or any Common Shares issued upon conversion of the Investor Convertible Preferred Shares to any person or entity that in any manner, directly or indirectly, is a Competitor, except: (1801) days in a genuine open market sale where the identity of the purchaser is not known to, and cannot reasonably be determined by, the Investor or its agent effecting such sale; (2) with respect to the Buyer Common Shareswritten consent of the Board (which shall, except for the limited circumstances provided purposes of this Section 4(e)(ii), exclude the Investor Nominee); or (3) accepting an offer (as defined in the Lock-up Agreement, and, Code on Takeovers and Mergers in Hong Kong (the “Hong Kong Takeovers Code”)) under a general offer for the Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of voting rights in the event Company which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding more than 50% (or such other percentage level as contained in the terms of such offer or as otherwise required from time to time in the extent that Hong Kong Takeovers Code) of the managing underwriter voting rights in the Company), or Buyer permits varying Lock-up Periods with respect where the offeror has become entitled to compulsorily acquire the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) securities held by the managing underwriter Investor (and/or the Permitted Transferee) under applicable laws and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxregulations.

Lock-Up. Seller agrees that (i) This Section 4 (f) Lock-Up shall apply only to the New Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) The Buyer (and to the extent any Securities are Transferred to the Permitted Transferee in connection accordance with the IPOprovisions of Section 4(f)(iv), the managing underwriter mayPermitted Transferee) shall not offer, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)pledge, restrict holders of shares of Common Stocksell, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, lend, or otherwise disposing transfer or dispose of, directly or indirectly, any shares of Common Stock the Securities purchased hereunder or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securitiessecurities (any of the foregoing, whether any such transaction described in clause a “Transfer”) without the prior written consent of the Company for a period of two (a2) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise years from the Closing Date (the “Lock-upUp Period”). Notwithstanding , provided that nothing herein shall restrict the Buyer from a Transfer of any of the Securities purchased hereunder to the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such Transfer. (iii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 5.4.14(f)(iv), in no event the Permitted Transferee), except with consent of the Board, shall refrain at all times (including with respect to time periods after the expiration of the Lock-up Period exceed one hundred eighty Up Period) from selling the New Common Shares to any person or entity that is a Competitor (180as defined below) days with respect to of the Buyer Common SharesCompany or a member of the Competitor’s Group (as defined below), except for (1) in a genuine open market sale where the limited circumstances provided in identity of the Lock-up Agreementpurchaser of the New Common Shares is not known to, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stockcannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of New Common Shares that the Buyer is permitted to sell in the open market shall not exceed 1% of the issued share capital of the Company at the relevant time during any 30-day period, and (2) accepting an offer (as defined in the Hong Kong Takeovers Code) under a general offer for the Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of voting rights in the Company which, together with voting rights acquired or agreed to be subject acquired before or during the offer, will result in the offeror and any person acting in concert with it holding more than 50% (or such other percentage level as contained in the terms of such offer or as otherwise required from time to time in the Hong Kong Takeovers Code) of the voting rights in the Company), or where the offeror has become entitled to compulsorily acquire the securities held by the Buyer (and/or the Permitted Transferee) under applicable laws and regulations. For the purpose of this Section 4(f), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to the shortest Lock-up Period permitted to any holder most recent data of shares of Common Stock Gartner and/or iSuppli as at the Closing Date, or (other than Xxxxxx Xxxxxb) by the managing underwriter and Buyer. Notwithstanding anything leading ten (10) semiconductor manufacturing companies in the PRC according to the contrary contained in this Section 5.4, most recent data of the Buyer Common Shares shall be released from any Lock-up in Ministry of Industry and Information Technology of the event and PRC or other institutions under its supervision (such as but not limited to the extent that China Semiconductor Industry Association) as at the managing underwriter or Buyer permits Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any discretionary waiver or termination subsidiaries of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxCompetitor’s holding company.

Lock-Up. Seller hereby agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockit will not, without the prior written consent of such managing underwriterBuyer or as expressly provided for by Section 6.17 with respect to the Indemnity Shares, during the period from the date hereof until the date that is 180 days after the Closing Date, (ai) offeringdirectly or indirectly, pledgingoffer, sellingpledge, contracting sell, contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase or otherwise disposing of, directly transfer or indirectly, dispose of any shares of Common Buyer Stock or any securities underlying, convertible into, into or exercisable for or exchangeable for shares of Common Buyer Stock (whether such issued pursuant to this Agreement, or exercise any right with respect to the registration of any of the shares of Buyer Stock, or file or cause to be filed any such securities are then owned by such holder or are thereafter acquired)registration statement in connection therewith, under the Act, or (bii) entering enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of such securitiesthe shares of Buyer Stock issued pursuant to this Agreement, whether any such swap or transaction described in clause (a) or (b) above is to be settled by delivery of Common shares of Buyer Stock or such other securities, in cash or otherwise otherwise; provided, however, that Seller shall have the right to distribute or transfer the Buyer Shares (and, subject to Section 6.17(d), the “Lock-up”). Notwithstanding Section 5.4.1Indemnity Shares) to the direct shareholders of Seller at any time provided that, in no event shall as a condition to such distribution or transfer, each such shareholder agrees to be bound by the Lock-up Period exceed one hundred eighty (180) days with respect terms hereunder relating to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and Shares pursuant to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect terms of a joinder in form and substance reasonably satisfactory to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything the foregoing, Seller shall execute and deliver any form of lock-up agreement for any period not exceeding 180 days following the IPO that investors in the Qualified Financing are required to execute and deliver by the contrary underwriters in connection with the IPO and, upon execution and delivery of such lock-up agreement, the restrictions contained in the first sentence of this Section 5.4, the Buyer Common Shares 6.19 shall terminate and be released from any Lock-up in the event null and to the extent that the managing underwriter void and of no further force or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxeffect.

Lock-Up. Seller Each Restricted Stockholder hereby agrees that in connection with it will not, without the IPO, prior written consent of the managing underwriter mayunderwriter, during the period commencing on the IPO Closing Date until date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on the date specified by such the Company and the managing underwriter (the “Lock-up Period”such period not to exceed one hundred eighty (180) days), restrict holders or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of shares of Common Stockresearch reports and (2) analyst recommendations and opinions, without including, but not limited to, the prior written consent of such managing underwriterrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), from or any successor provisions or amendments thereto), (a) offeringlend, pledgingoffer, sellingpledge, contracting sell, contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, or otherwise disposing transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable Equity Securities held immediately prior to the effectiveness of the registration statement for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), the IPO or (b) entering enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesthe Equity Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock Equity Securities or such other securities, in cash or otherwise otherwise. The foregoing provisions of this Section 5 shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Restricted Stockholders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the “Lock-up”Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock). Notwithstanding The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5.4.15 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Restricted Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in no event shall the LockIPO that are consistent with this Section 5 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-up Period exceed one hundred eighty (180) days transfer instructions with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, Equity Securities of each Restricted Stockholder (and transferees and assignees thereof) until the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder end of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxsuch restricted period.

Lock-Up. Seller agrees that in In connection with the IPOfirst Public Offering or any Public Offering pursuant to Section 3.2, the managing underwriter mayno officer, during the director or Stockholder may Transfer any Shares for a period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)) beginning seven (7) days immediately preceding the date upon which the Company in good faith believes that the relevant registration statement shall become effective, restrict holders and ending on the one hundred eightieth (180th) day (or, (x) in the case of shares a Public Offering that is not the initial Public Offering, the ninetieth (90th) day, and (y) at the discretion of Common Stockthe underwriter, such lesser period, subject to the last sentence of this Section 3.14) following the effectiveness of such registration statement with respect to such Public Offering without the prior written consent of such the underwriters managing the offering (subject to the last sentence of this Section 3.14), and at the request of the underwriter, from each such holder of Shares shall enter into an agreement to such effect with the underwriter; provided, however, that the provisions of this Section 3.14 shall not prohibit any Permitted Transfers so long as the Permitted Transferee agrees to be bound by the terms of this Agreement, including this Section 3.14. If (a) offeringduring the last 17 days of the Lock-up Period, pledgingthe Company releases earnings results or announces material news or a material fact, selling, contracting to sell, granting any option change or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired)event, or (b) entering into any swap or other arrangement prior to the expiration of the Lock-up Period, the Company announces that transfers to anotherit will release earnings results during the 15-day period following the last day of the Lock-up Period, then, in whole or in parteither case, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be extended automatically 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, fact, change or event, as applicable, unless each of the underwriters managing the offering have otherwise consented in writing. No Holder of Shares subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares 3.14 shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director obligation under this Section 3.14 or any other holder agreement, arrangement or understanding entered into pursuant to this Section 3.14 unless all other Holders of shares Shares subject to the same obligation are also released; provided, however, that a Holder may be permitted by the underwriter to Transfer a portion of Common Stock other than Xxxxxx Xxxxxits Shares during the period described above so long as all Holders are permitted to Transfer the same relative portion of each such Holder’s Shares.

Lock-Up. Seller agrees (a) The Investor shall not, and shall procure that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockeach Investor Affiliate shall not, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofCorporation, directly or indirectly, Transfer: (i) for the period commencing on the Closing Date until the earlier of (1) the date that is one month following the issuance of the Common Shares pursuant to the terms of the Subscription Receipts and (2) the date that is 12 months following the Closing Date, (A) any of the Subscribed Securities and (B) following the issuance of Common Shares pursuant to the terms of the Subscription Receipts, that number of Common Shares equal to the number of Placement Underlying Shares acquired pursuant to the Subscription Receipts; or (ii) for the period commencing on the date hereof and ending on the earliest of (1) the date of completion of the vote of shareholders of the Target, if applicable, related to the Acquisition, (2) the date on which the Takeover Offer, if applicable, becomes or is declared unconditional in all respects and (3) the date of termination of the Acquisition, the Common Shares, the ordinary shares of Common Stock Tryg or any securities convertible into, exercisable for or exchangeable for the ordinary shares of the Target it owns as at the date hereof; provided, however, that, notwithstanding the foregoing, the lockup in this paragraph (a)(ii) with respect to Common Stock Shares only shall end no later than the date of the earliest of (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or A) the date of the earliest of the events in the foregoing clauses (1) through (3) and (B) 120 days following the Closing Date. (b) entering into any swap The restrictions on Transfer contained in paragraph (a)(ii) shall not apply to Transfers where the equity securities are managed by arms-length parties pursuant to a discretionary mandate or other arrangement that transfers to another, in whole or in part, any where the purpose of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above Transfer is to be settled by delivery maintain a portfolio of Common Stock or such investments which tracks a stock market index for pure investment purposes, provided in each case that the Transfer of equity securities (other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer than Common Shares, except for ) shall have been consented to by or conducted in a manner consistent with the limited circumstances provided in requirements of the Lock-up Agreement, andUK Panel on Takeovers and Mergers. (c) The Parties acknowledge and agree that, in the event and to the extent that the managing underwriter Corporation waives the restrictions on Transfer contained in paragraphs (a)(i) and (ii) in order to allow CDPQ and CPPIB (or Buyer permits varying Lock-up Periods with respect both) to exercise the holders demand registration rights provided for in the investor rights agreement entered into between the Corporation and each of CDPQ and CPPIB, as the case may be, the restrictions on Transfer contained in paragraphs (a)(i) and (ii) shall cease to apply in full or in part in order to allow the Investor to Transfer the same proportion of its ordinary shares of Common Stockthe Corporation (including the Placement Underlying Shares) as CDPQ or CPPIB, as the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4case may be, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions context of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxsuch demand registration.

Lock-Up. Seller agrees that in (a) In connection with the IPOfirst Public Offering of Shares, no holder of Shares shall Transfer any Shares for a period beginning seven (7) days immediately preceding the managing underwriter maydate upon which the Company in good faith believes that the relevant registration statement shall become effective, during the period commencing and ending on the IPO Closing Date until one hundred eightieth (180th) day (or, at the date specified by discretion of the underwriter, such managing underwriter (lesser period) following the “Lock-up Period”), restrict holders effectiveness of shares of Common Stock, such registration statement with respect to such Public Offering without the prior written consent of such the underwriters managing the offering, and at the request of the underwriter, from each holder of Shares shall enter into an agreement to such effect with the underwriter; provided, however, that the provisions of this Section 2.14 shall not prohibit any Permitted Transfers, provided that the Permitted Transferee agrees to be bound by the terms of this Agreement, including this Section 2.14. (ab) In connection with a Public Offering initiated pursuant to Section 2.2 hereof, at the request of the initiating Stockholder, no holder of Shares shall Transfer any Shares without the prior written consent of the underwriters managing the offering. The request made by the initiating Stockholder pursuant to this clause (b) shall not be made within sixty (60) days of the expiration of any other contractual lock-up period (which 60-day period shall be increased by the number of days the Company’s xxxxxxx xxxxxxx window has been closed during such 60-day period) and shall expire ninety (90) days (or such shorter period to which the underwriter shall agree) following the effectiveness of the registration statement with respect to such public offering. At the request of the underwriter, pledgingsuch holder of Shares shall enter into an agreement with the underwriter to the effect of the foregoing. The provisions of this Section 2.14(b) shall not be applicable to (i) Permitted Transferees of any Holder who are shareholders, sellingpartners or members, contracting respectively, of such Holder, who in each case, received Shares after the initial Public Offering and not otherwise during any lock-up period, (ii) any Holder more than once during any calendar year, (iii) any Holder (other than the Company’s directors and officers ) that is not provided the opportunity to sell, granting any option or contract include Shares in such Public Offering on a pro rata basis with all holders according to purchase, purchasing any option or contract to sell, hedging the beneficial ownership total amount of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are Registrable Securities then owned by such holder or are thereafter acquired)holder, or and (biv) entering into any swap or other arrangement that transfers to another, in whole or in part, any Holder who holds less than 5% of the economic consequences of ownership of such securitiesCompany’s outstanding common stock, whether other than the Company’s directors and officers. (c) The Company shall ensure that any such transaction described underwriting agreement entered into in clause connection with an underwriting in which Advent (aor its Permitted Transferees) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, participates will provide that in the event and to that any 15% Stockholder is released by the extent that the underwriters managing underwriter an offering covered by this Section 2.14 from its obligations under this Section 2.14 (or Buyer permits varying Lockany similar lock-up Periods with respect to restriction), Advent (and its Permitted Transferees) shall also be released by the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lockunderwriters managing such offering from their obligations under Section 2.14 (or any similar lock-up Period permitted to any holder restriction), on a pro rata basis, in accordance with their respective number of shares of Common Stock (other than Xxxxxx Xxxxx) Registrable Securities held by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxthem.

Lock-Up. (a) Each Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date and continuing until the date specified by such managing underwriter (day that is 180 days after the “Lock-up Period”)Closing Date, restrict holders of shares of Common Stockthe Seller will not, without the prior written consent of such managing underwriterBuyer, from directly or indirectly: (a1) offeringoffer, pledging, selling, contracting to sell, granting any option or contract to purchasetransfer, purchasing any option or pledge, contract to sell, hedging the beneficial ownership grant any option to purchase, make any short sale, hypothecate, pledge, transfer or otherwise dispose of or otherwise disposing ofmonetize the economic value of any Multiple Voting Shares received by such Seller (the “Locked-Up Securities”) pursuant to the terms hereof; or (2) announce any intention to do any of the foregoing, provided that the Parties acknowledge and agree that a Seller may make a distribution of the Locked-Up Securities to its members or shareholders pursuant to Section 6.08(b). (b) Notwithstanding the foregoing, the Parties acknowledge and agree that Sellers which are entities may distribute the Locked-Up Securities to certain of their members or shareholders following the Closing. In the event that any Seller does so distribute such Locked-Up Securities, such Seller, as a condition thereof, shall cause such recipient of the Locked-Up Securities to agree to be bound by the provisions of this Section 6.08 in a form acceptable to Buyer, acting reasonably, and shall deliver it to Buyer for its acceptance prior to such distribution occurring. Upon Buyer’s confirmation of receipt and acceptance of such agreement, the applicable Seller may complete the distribution as contemplated herein. (c) The restrictions set forth in Section 6.08(a) and Section 6.08(b) shall not apply: (i) if Buyer receives an offer, made to all securityholders of Buyer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectlyindirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Buyer Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of transfers of Locked-Up Securities to affiliates of the Seller, any shares spouse, parent, child, or grandchild of Common Stock the undersigned, any company, trust or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then other entity owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any maintained for the benefit of the economic consequences of ownership of such securitiesSeller, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and but solely to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect such transferee agrees to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) bound by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in terms of this Section 5.46.08; (iii) in respect of transfers of Locked-Up Securities to a charitable organization pursuant to a bona fide gift; (iv) if the undersigned is an individual, in connection with estate planning of the Buyer Common Shares shall be released from any Lockundersigned; or (v) in respect of pledges of the Locked-up Up Securities to a bank or other financial institution for the purpose of giving collateral for a debt made in the event and good faith, but solely to the extent that such bank or financial institution agrees in writing to be bound by the managing underwriter or Buyer permits any discretionary waiver or termination terms of this Section 6.08 for the duration of the restrictions period set out in Section 6.08(a) or Section 6.08(b), as applicable. 6. Except as amended hereby, the provisions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxthe Agreement shall remain in full force and effect.

Lock-Up. Seller agrees that in connection with the IPO, If requested by the managing underwriter mayof an underwritten offering of equity securities or convertible securities of the Company (and, during if such offering is of Class A Shares and occurs after expiration of the period commencing on Restricted Period, the IPO Closing Date until the date specified by Purchaser has an opportunity to participate in such managing underwriter (the “Lock-up Period”offering), restrict holders of shares of Common Stockthe Purchaser shall not (i) sell, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting contract to sell, granting sell any option or contract to purchase, purchasing assign, mortgage, hypothecate, gift, pledge, lend, dispose of, offer for sale, grant any option or contract to sellfor the purchase of, hedging the beneficial ownership of or otherwise disposing oftransfer, directly or indirectly, any shares of Common Stock Class A Shares or any securities convertible into, exercisable for into or exchangeable for shares of Common Stock (Class A Shares, whether such shares now owned or any such securities are then owned by such holder or are thereafter hereafter acquired), or (bii) entering enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securitiesClass A Shares, in cash or otherwise (each case without the “Lock-up”). Notwithstanding Section 5.4.1, prior written consent of such managing underwriter for a period designated by such managing underwriter in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect writing to the Buyer Common SharesPurchaser, except for which shall begin the limited circumstances earlier of the date of the applicable underwriting agreement and the commencement of marketing efforts, and shall not in any event last longer than 90 days following such effective date; provided that the foregoing obligation will not apply to any Class A Shares purchased in the Lock-up Agreement, and, in open market after the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) date hereof. If requested by the managing underwriter and Buyer. Notwithstanding anything of any such underwritten offering, the Purchaser shall execute a separate agreement to the contrary foregoing effect; provided, that if any such lock-up agreement (x) for any shareholder provides for exceptions from any restrictions contained therein, such exceptions shall automatically apply equally to the Purchaser or (y) is terminated or waived in whole or in part for any shareholder, other than a de minimis waiver, such termination or waiver shall automatically apply to the Purchaser on a pro rata basis based on the number of Class A Shares owned by such shareholder and the Purchaser. The obligations of the Purchaser under this Section 5.4, the Buyer Common Shares shall be released from any Lock5.09 are not in limitation of lock-up in the event and to the extent or transfer restrictions that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining may otherwise apply to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxRegistrable Securities.

Lock-Up. Seller agrees 2.5.1 Each (a) Key Holder that in connection with holds at least 3% of the IPOcapital stock of the Company immediately following the Closing Date, (b) Key Holder that becomes a holder of at least 3% of the managing underwriter may, capital stock of the Company at any point during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “applicable Lock-up Period”), restrict holders (c) AMCI Holder, and (d) Permitted Transferee of shares of Common Stock, without the prior written consent of such managing underwriter, from any Holder specified in (a) offering, pledging, selling, contracting through (c) agrees not to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to anotherTransfer, in whole or in part, any of the economic consequences of ownership of such securitiesRegistrable Securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock Registrable Securities or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1otherwise, in no event shall during the Lock-up Period exceed applicable to such Holder; provided, however, that the foregoing restrictions shall not apply to any PIPE Shares purchased by a Holder pursuant to a Subscription Agreement. Notwithstanding the foregoing, during the applicable Lock-up Period, a Holder may Transfer its Registrable Securities to any of its Permitted Transferees; provided that such Permitted Transferee shall enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the original Holder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. 2.5.2 Each Holder shall execute such agreements as may be reasonably requested by the Company that are consistent with Section 2.5.1 or that are necessary to give further effect thereto. 2.5.3 If any Transfer prohibited by Section 2.5.1 is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Registrable Securities as one hundred eighty (180) days of its equity holders for any purpose. In order to enforce this Section 2.5.3, the Company may impose stop-transfer instructions with respect to the Buyer Common SharesRegistrable Securities of any Holder (and its permitted assigns, except for including Permitted Transferees) until the limited circumstances provided in end of the applicable Lock-up Period. 2.5.4 For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Registrable Securities during the Lock-up Period applicable to such Holder, including the right to vote any Registrable Securities that are entitled to vote. 2.5.5 The lock-up provisions in Section 7(a) of the Letter Agreement shall terminate and be of no further force or effect upon the effectiveness of this Agreement; provided, andfor the avoidance of doubt, in the event and to the extent that the managing underwriter or Buyer permits varying Locklock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxxprovisions in Section 7(b) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining Letter Agreement shall continue to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxapply in accordance with their own terms.

Lock-Up. Seller agrees (a) The Investor shall not, and shall procure that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockeach Investor Affiliate shall not, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofCorporation, directly or indirectly, Transfer: (i) for the period commencing on the Closing Date until the earlier of (1) the date that is one month following the issuance of the Common Shares pursuant to the terms of the Subscription Receipts and (2) the date that is 12 months following the Closing Date, (A) any of the Subscribed Securities and (B) following the issuance of Common Shares pursuant to the terms of the Subscription Receipts, that number of Common Shares equal to the number of Placement Underlying Shares acquired pursuant to the Subscription Receipts; or (ii) for the period commencing on the date hereof and ending on the earliest of (1) the date of completion of the vote of shareholders of the Target, if applicable, related to the Acquisition, (2) the date on which the Takeover Offer, if applicable, becomes or is declared unconditional in all respects and (3) the date of termination of the Acquisition, the Common Shares, the ordinary shares of Common Stock Tryg or any securities convertible into, exercisable for or exchangeable for the ordinary shares of the Target it owns as at the date hereof; provided, however, that, notwithstanding the foregoing, the lockup in this paragraph (a)(ii) with respect to Common Stock Shares only shall end no later than the date of the earliest of (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or A) the date of the earliest of the events in the foregoing clauses (1) through (3) and (B) 120 days following the Closing Date. (b) entering into any swap The restrictions on Transfer contained in paragraph (a)(ii) shall not apply to Transfers where the equity securities are managed by arms-length parties pursuant to a discretionary mandate or other arrangement that transfers to another, in whole or in part, any where the purpose of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above Transfer is to be settled by delivery maintain a portfolio of Common Stock or such other securitiesinvestments which tracks a stock market index for pure investment purposes, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent each case that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders Transfer of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock equity securities (other than Xxxxxx XxxxxCommon Shares) shall have been consented to by or conducted in a manner consistent with the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination requirements of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxUK Panel on Takeovers and Mergers.

Lock-Up. Seller agrees (a) Xxxxxxxx agrees, for herself and on behalf of the Additional Parties, that in connection with the IPO, the managing underwriter may, during the for a period commencing on the IPO Closing Date until of twenty-four (24) months following the date specified by such managing underwriter hereof (the “Lock-up Up Period”), restrict holders of shares of Common StockXxxxxxxx and the Additional Parties will not, without the prior written consent of such managing underwriterthe Company, from (a) offeringsell, pledging, selling, contracting offer to sell, granting any option contract or contract to purchase, purchasing any option or contract agree to sell, hedging the beneficial ownership hypothecate, pledge or otherwise dispose of or otherwise disposing agree to dispose of, directly or indirectly, any shares of Common Stock or any notes or other securities convertible intointo Common Stock, exercisable for or exchangeable for shares including the Xxxxxxxx Notes, except as provided herein. The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing to be bound by the terms of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired)this Agreement, or (b) entering into dispositions to any swap trust for the direct or other arrangement that transfers to another, in whole or in part, any indirect benefit of the economic consequences undersigned and/or the immediate family of ownership Xxxxxxxx, and (c) disposition of up to $25,000 principal amount of the Notes to Xxxxxxxx’x attorney, provided that such securities, whether any such transaction described attorney agrees in clause (a) or (b) above is writing to be settled bound by delivery the terms of Common Stock or such other securitiesthis Agreement. In addition, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that any Common Stock held by any of the managing underwriter or Buyer permits varying Additional Parties represents “Founders’ Stock” acquired by an original investor prior to the completion of the merger that resulted in the Company becoming a public company, such Additional Parties shall not be subject to the restrictions of this Lock-up Periods Up solely with respect to such original Founders’ shares. With the holders exeption of the notes or shares reprenting the Leak-Out Amount (asd defined below), all shares of Common Stock, the Buyer Common Shares shall be Xxxxxxxx Notes and other convertible notes that are covered by and subject to the shortest terms of this Lock-up Period permitted to any holder upshall bear an appropriate legend evidencing the limitations concerning the sale, pledge or other transfer thereof, both under appropriate securities laws and the terms of this Lock-Up Agreement. (b) Notwithstanding the provisions of paragraph (a) of this Section 1, during the Lock-Up Period, Xxxxxxxx may sell shares of Common Stock (other than Xxxxxx Xxxxx) by Stock, including shares into which any Xxxxxxxx Notes have been converted, or the managing underwriter and Buyer. Notwithstanding anything to Xxxxxxxx Notes themselves, provided that the contrary contained aggregate number of shares that she may sell in this Section 5.4, any calendar quarter during the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of Up Period may not exceed 3,000,000 shares of Common Stock other than Stock, inclusive of shares into which any transferred Xxxxxxxx Note is convertible (the “Leak-Out Amount”), and provided further that the shares represented by the Leak-Out Amount, including those into which any Xxxxxxxx Note is convertible, may only be sold to Xxxxx X Xxxxxx Xxxxxand/or BullBear Ventures (collectively, “Xxxxxx”) in a private sale or series of private sales, it being understood that there shall be no contractual restriction on Xxxxxx’x ability to immediately re-sell the acquired shares that comprise the Leak-Out Amount, including through the public markets. Notwithstanding the foregoing, all parties agree and acknowledge that the transfer of the Leak-Out Amount to Xxxxxx, and all subsequent sales of the Notes or the Underlying Shares by Xxxxxx, are subject to compliance with all applicable securities laws, including the Securities Act of 1933, as amended. (c) Xxxxxxxx represents that she has the power and authority to bind the Additional Parties to this Lock-Up Agreement and that she shall be responsible for any sale of stock or notes by the Additional Parties which violate the terms of this Agreement.

Lock-Up. Seller agrees The Vendors hereby undertake that in connection the Vendors shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the IPOsame economic effect as a sale, or otherwise reduce its risk of ownership or investment in, any common stock (or other securities) of Asia Online held by the managing underwriter may, during Vendors (other than those included in the registration) for a period commencing on the IPO Closing Date until the date (if any) specified by such managing underwriter the representative of the underwriters of common stock (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers securities) of Asia Online with respect to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any each such transaction described in clause (a) or (b) above is not to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days following the effective date of a registration statement of Asia Online filed under the Securities Act. Asia Online may impose stop-transfer instructions with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be common stock (or other securities) subject to the shortest Lock-up Period permitted foregoing restriction until the end of said one hundred eighty (180) day period. The Vendors agree to execute and deliver such other agreements as may be reasonably requested by Asia Online or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by Asia Online or the representative of the underwriters of common stock (or other securities) of Asia Online, the Vendors shall provide, within ten (10) days of such request, such information as may be required by Asia Online or such representative in connection with the completion of any holder public offering of shares Asia Online's securities pursuant to a registration statement filed under the Securities Act. The parties hereto have caused this Agreement to be executed and delivered as of Common Stock (other than Xxxxxx Xxxxxthe date stated at the commencement hereof. Signed for and on behalf of ) ASIA ONLINE - Australia Pty Ltd ) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up its duly authorised representative ) in the event presence of: ) /s/ JO JO YX XXX XXXXX /s/ KEVIX X. XXXXXXXX --------------------------------------- -------------------------------------- Signature of witness Signature of authorised representative Jo Jo Yx Xxx Xxxxx Kevix X. Xxxxxxxx --------------------------------------- -------------------------------------- Name of witness (please print) Name of authorised representative (please print) Signed for and to on behalf of ) Hughxx Xxxhnologies Pty Ltd ) by its duly authorised representative ) in the extent that presence of: ) /s/ ANDRXX XXXXX /s/ DAVIX X. XXXXXX --------------------------------------- -------------------------------------- Signature of witness Signature of authorised representative Andrxx XxXxx Davix X. Xxxxxx --------------------------------------- -------------------------------------- Name of witness (please print) Name of authorised representative (please print) Signed for and on behalf of ) Kristone Pte Ltd ) by it duly authorised representative ) in the managing underwriter or Buyer permits any discretionary waiver or termination presence of: ) /s/ ANDRXX XXXXX /s/ GEORXX X.X. XXX --------------------------------------- -------------------------------------- Signature of the restrictions witness Signature of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx.authorised representative

Lock-Up. Seller (a) Each Holder signatory to this Agreement hereby agrees that in connection with the IPOit will not Transfer any Shares or interest therein beneficially owned or owned of record by such Holder (collectively, the managing underwriter may, during the period commencing on the IPO Closing Date such Holder’s “Lock-Up Shares”) until the date specified by such managing underwriter earliest to occur of the following (the “Lock-up PeriodUp Term”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from ): (ai) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect after the consummation of the Acquisition; and (ii) the date following the consummation of the Acquisition on which the Parent consummates a liquidation, merger, stock exchange or other similar transaction that results in shareholders representing a majority of the Shares having the right to exchange such shareholders’ Shares for (or having their Shares converted into) cash, securities or other property (or the right to receive any of the foregoing), other than any holding company reorganization or a transaction that is intended solely to effect a redomestication. (b) Notwithstanding the foregoing restrictions on Transfer set forth in Section 2(a), each Holder may: (i) Transfer its Lock-Up Shares to any Permitted Transferee; (ii) Transfer any Shares or other securities convertible into or exercisable or exchangeable for Shares acquired in open market transactions after the effective time of the Acquisition; provided, however, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13 D, 13D/A, 13G or 13G/A) during the Lock-Up Term; (iii) exercise any options or warrants to purchase Shares (which exercises may be effected on a cashless basis, to the Buyer Common extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, however, that such Holder shall otherwise comply with any restrictions on Transfer applicable to such underlying Shares; (iv) Transfer any Shares issuable upon exercise of any options that expire during the Lock-Up Term to the Parent to satisfy tax withholding obligations as permitted by the compensation committee of the board of directors of the Parent in its discretion pursuant to the Parent’s equity incentive plans or arrangements; and (v) Transfer its Lock-Up Shares in transactions approved by the board of directors of the Parent in its discretion to satisfy any national, federal, state, or local income tax obligations of such Holder (or its direct or indirect owners) arising from a change in the Code, or the Regulations after the date on which the SPA was executed by the parties thereto, and such change prevents the Acquisition, taken together, from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Acquisition does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes); provided, however, that, in the case of any Transfer or distribution pursuant to Subsection 2(b)(i), (x) in each case, such Permitted Transferees must enter into a written agreement agreeing to be bound by this Agreement, including the restrictions on Transfer set forth in Section 2(a), and (y) any such Permitted Transferee, as defined in clause (ii) of the definition of Permitted Transferee agrees to promptly Transfer such Lock-Up Shares back to such Holder if such Permitted Transferee ceases to be a Permitted Transferee for any reason prior to the date such Lock-Up Shares become freely transferable. Furthermore, Section 2(a) shall not apply to the entry, by such Holder, at any time after the effective time of the Acquisition, of any trading plan providing for the sale of Shares by such Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as it may be amended from time to time; provided, however, that such plan does not provide for, or permit, the sale of any Shares during the Lock-Up Term and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Term. (c) Each of the Holders acknowledges and agrees that any purported Transfer of Lock-Up Shares in violation of this Agreement shall be null and void ab initio, and the Parent shall not be required to register any such purported Transfer. (d) Each of the Holders agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent and registrar against the Transfer of the Shares, except for in compliance with the limited circumstances provided in the Lock-up Agreement, and, in the event foregoing restrictions and to the extent that addition of a legend to such Holder’s Shares describing the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxforegoing restrictions.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offeringEach Seller Person (each a “Holder” and together, pledging, selling, contracting the “Holders”) agrees not to sell, granting any option pursuant to this Section 8.11, Rule 144 or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in partotherwise, any of the economic consequences Closing Share Consideration received by such Holder during the six-month period beginning on the Closing Date through the six-month anniversary of ownership the Closing Date. Beginning on the day following the six-month anniversary of such securitiesthe Closing Date, whether any such transaction described in clause (a) or there shall be no further sale restriction pursuant to this Section 8.11(a). (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in the foregoing, the restrictions set forth in this Section 5.48.11 shall not apply to (i) any transfer by the Holder to any of its Affiliates or any limited partner, member, shareholder or stockholder of the Buyer Common Holder, provided that such Affiliate(s) or other transferee(s) agree in writing, in form and substance reasonably satisfactory to Purchaser to be bound by the terms and conditions of this Agreement, (ii) a transfer to any party or parties not affiliated with the Holder who are acquiring majority control of Purchaser in a merger, tender offer or other transaction approved or recommended by the Parent’s board of directors, (iii) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to Purchaser, to be bound by the terms and conditions of this Agreement, (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Holder or an immediate family member of the Holder; provided that the trustee of the trust or such other transferee agrees in writing, in form and substance reasonably satisfactory to Purchaser, to be bound by the terms and conditions of this Agreement; provided, further that any such transfer shall not involve a disposition for value; or (v) transfers to Purchaser to effect withholding or surrender of any of the Holder’s Closing Share Consideration to satisfy tax withholding obligations. (c) Any Transfer or attempted Transfer of Purchaser Shares shall be released from any Lock-up in the event and violation of this Section 8.11 shall, to the fullest extent that permitted by applicable law, be null and void ab initio, and Purchaser shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the managing underwriter or Buyer permits any discretionary waiver or termination share register of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxPurchaser.

Lock-Up. Seller agrees The Wealth Generators Members agree that in connection with the IPOeach individually shall not transfer, the managing underwriter mayoffer, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)pledge, restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging grant any options for the beneficial ownership sale of or otherwise disposing dispose of, directly or indirectly, any shares INVU Shares through one (1) year from the Closing Date. If requested by an underwriter of Common Stock or any securities convertible intoStock, exercisable for or exchangeable for shares of Common Stock (whether each Wealth Generators Members will reaffirm the agreement set forth in this Section 1.5 in a separate writing in a form satisfactory to such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lockunderwriter. INVU may impose stop-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days transfer instructions with respect to the Buyer Common INVU Shares, except for . Notwithstanding the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stockforegoing, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained restrictions set forth in this Section 5.41.5 shall not apply to (A) the sale by a Wealth Generators Member of up to 20% per month of the INVU Shares held by such Wealth Generators Member commencing on the six (6) month anniversary of this Agreement, or (B) transfers (i) as a bona fide gift or gifts, provided that the Buyer Common donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or indirect benefit of the Wealth Generators Member or the immediate family of the Wealth Generators Member, 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. For purposes of this Section 1.5, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. All certificates representing the INVU Shares shall be released from any Lock-up in the event and deliverable to the extent that Wealth Generators Members pursuant to this Agreement and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend substantially as follows, in addition to any legend INVU determines is required pursuant to any applicable legal requirement including the managing underwriter standard legend required under the Securities Act of 1933, as amended: "The shares represented by this certificate may not be offered, sold, pledged, transferred or Buyer permits any discretionary waiver or termination otherwise disposed of except in accordance with the requirements of the restrictions Securities Act of any Lock-up pertaining 1933, as amended, and the other conditions specified in that certain Contribution Agreement dated as of _____, 2017, copies of which agreements the Company will furnish, without charge, to any officer, director or any other the holder of shares of Common Stock other than Xxxxxx Xxxxxthis certificate upon written request therefor."

Lock-Up. Seller agrees that (i) The Investor (and to the extent any Securities are transferred to the Permitted Transferee in connection accordance with the IPOprovisions of Section 4(e)(iii), the managing underwriter mayPermitted Transferee) shall not offer, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”)pledge, restrict holders of shares of Common Stocksell, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, lend, or otherwise disposing transfer or dispose of, directly or indirectlyindirectly (each a “Disposal”), any shares of Common Stock the Initial Convertible Preferred Shares, any Convertible Preferred Shares issued upon the exercise of the Warrants and any Additional Convertible Preferred Shares (the “Investor Convertible Preferred Shares”) or the Warrants subscribed hereunder or any securities convertible into, exercisable for of the Common Shares issuable upon conversion of such Convertible Preferred Shares or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering enter into any swap swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securitiessecurities (any of the foregoing, whether any such transaction described in clause a “Transfer”) without the prior written consent of the Company for a period of two (a2) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise years from the Closing Date (the “Lock-upUp Period”), provided that nothing herein shall restrict the Investor from a Disposal of any of the Investor Convertible Preferred Shares or the Warrants subscribed hereunder or any of the Common Shares issuable upon conversion of the Investor Convertible Preferred Shares to the Permitted Transferee and the rights of the Investor under this Agreement shall not be affected by such Disposal, provided that this paragraph shall cease to apply if any of Mr. David X.X. Xxxx (chief executive officer and president of the Company), Xx. Notwithstanding Xxxx Xxxxx, Xx. Xxxxx Xxxx, Xx. Xxxxx Xxx-Fei Chi and Xx. Xxxxx Xxxx, shall not continue their respective employment with the Company for a period of two (2) years commencing from the Closing Date, except: (1) as a result of the misconduct of any of the said individuals; or (2) where the health condition of any of the said individuals is such that the relevant individual is not able to continue his employment with the Company. (ii) Without prejudice to the obligations of the Investor under the 2008 Agreement, the Investor (and, to the extent any Securities are transferred to the Permitted Transferee in accordance with the provisions of Section 5.4.14(e)(iii), in no event the Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the Lock-up Period exceed one hundred eighty Up Period) from selling the Investor Convertible Preferred Shares and the Warrants or any Common Shares issued upon conversion of the Investor Convertible Preferred Shares to any person or entity that in any manner, directly or indirectly, is a Competitor, except: (1801) days in a genuine open market sale where the identity of the purchaser is not known to, and cannot reasonably be determined by, the Investor or its agent effecting such sale; (2) with respect to the Buyer Common Shareswritten consent of the Board (which shall, except for the limited circumstances provided purposes of this Section 4(e)(ii), exclude the Investor Nominee); or (3) accepting an offer (as defined in the Lock-up Agreement, and, Code on Takeovers and Mergers in Hong Kong (the “Hong Kong Takeovers Code”)) under a general offer for the Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of voting rights in the event Company which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding more than 50% (or such other percentage level as contained in the terms of such offer or as otherwise required from time to time in the extent that Hong Kong Takeovers Code) of the managing underwriter voting rights in the Company), or Buyer permits varying Lock-up Periods with respect where the offeror has become entitled to compulsorily acquire the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) securities held by the managing underwriter Investor (and/or the Permitted Transferee) under applicable laws and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxregulations.

Lock-Up. The Seller (on behalf of itself and each Registrable Securities Holder) hereby agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockthat, without the prior written consent of such managing underwriterthe Buyer, from it (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofwill not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of Common any of the Registrable Securities representing the Stock Consideration and (b) will not establish or increase any securities convertible into, exercisable for “put equivalent position” or exchangeable for shares liquidate or decrease any “call equivalent position” with respect to any of Common the Registrable Securities representing the Stock Consideration (whether such shares or any such securities are then owned by such holder or are thereafter acquiredin each case within the meaning of Section 16 of the Exchange Act), or (b) entering otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesany of the Registrable Securities representing the Stock Consideration, whether any or not such transaction described in clause (a) or (b) above is to be settled by delivery of Common Registrable Securities representing the Stock or such Consideration, other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed other consideration for a period of one hundred and eighty (180) days with respect commencing on the date of issuance of Registrable Securities representing the Stock Consideration; provided, however, that, notwithstanding the foregoing, the Seller and the Vessel Owning Subsidiaries shall be permitted to transfer all or any portion of the Registrable Securities representing the Stock Consideration among themselves or to any Seller Affiliate; provided, further, that prior to any such transfer the transferor at its expense shall provide to the Buyer Common Shares, except for an opinion of counsel reasonably acceptable to the limited circumstances provided in Buyer to the Lockeffect that that such transfer would not require registration under the Securities Act. The Seller hereby further agrees to cause each Registrable Securities Holder to enter into a lock-up Agreement, and, in the event and agreement giving effect to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders provisions of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, 5(j) immediately upon such Registrable Securities Holder's acquisition of Registrable Securities representing the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxConsideration.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without Without the prior written consent of either one of the Pamplona Key Noteholder or the L Xxxxxxxxx Key Noteholder (provided that if one of the Pamplona Key Noteholder or the L Xxxxxxxxx Key Noteholder sells or assigns a majority of its interest in its Convertible Notes to a third party, then only with the prior written consent of the other of the Pamplona Key Noteholder or the L Xxxxxxxxx Key Noteholder that did not sell or assign a majority of its interest in its Convertible Notes, provided that if both of the Pamplona Key Noteholder and the L Xxxxxxxxx Key Noteholder sell or assign a majority of its interest in its Convertible Notes, then with either such managing underwriterparty’s prior written consent), from for a period beginning upon the date of the final prospectus relating to the Initial Public Offering (the “Final Prospectus Date”) and ending eighteen (18) months following the Final Prospectus Date, neither (x) Xxxxxxxxx nor (y) any holder of Securities or Legacy Warrant Securities (in each case, other than the Pamplona Noteholders, Pamplona Warrantholders, holders of Pamplona Warrant Securities, L Xxxxxxxxx Noteholders, L Xxxxxxxxx Warrantholders and holders of L Xxxxxxxxx Warrant Securities) who, together with such Person’s Affiliates and the Permitted Transferees of such Person and such Person’s Affiliates, at such applicable time holds in the aggregate, directly or indirectly, at least five percent (5%) of the outstanding shares of Common Stock (on a fully diluted basis) (whether or not a selling shareholder pursuant to such registration statement) (the “Locked-up Holders”), in each case, shall (a) offeringoffer, pledgingpledge, sellingsell, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, lend, or otherwise disposing ofTransfer, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable for or exchangeable for shares of such Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering enter into any swap or other arrangement management that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesCommon Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such Common Stock or such other securities, in cash or otherwise otherwise; provided, however, that the foregoing restrictions shall not apply to (i) Transfers among any Affiliates, provided that the Transferee Affiliate agrees to be bound by the terms of this Agreement, including this Section 2.1, (ii) Transfers constituting the exercise of the Junior Management Options (provided that the foregoing restrictions do apply to the equity underlying such options), or (iii) any Permitted Transfer; provided, further, that the restrictions set forth in this Section 2.1 shall terminate upon the return of proceeds in cash to each of Pamplona and L Xxxxxxxxx equal to the aggregate principal amount of the Convertible Notes owned by each of them and their Affiliates as of September [•], 2021 (including for the avoidance of doubt cash proceeds received by Pamplona or L Xxxxxxxxx, as the case may be, from any sale of the Convertible Notes, Warrants or any Registrable Securities or any cash payments on the Convertible Notes) (each, a “Lock-upCash Return Condition”). Notwithstanding the foregoing in this Section 5.4.12.1, but subject to the other terms of this Agreement, (1) Xxxxxx Xxx and (2) Xxxxxxxxx, after twelve (12) months following the Final Prospectus Date, shall each have the right to (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 to purchase, lend, or otherwise Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other management that transfers to another, in no event shall whole or in part, any of the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders economic consequences of shares ownership of Common Stock, in the Buyer aggregate, shares of Common Shares shall be subject Stock in exchange for proceeds of up to $2,500,000 (I) during any open trading window established pursuant to a bona fide xxxxxxx xxxxxxx policy of the shortest LockCompany or (II) pursuant to a trading plan on behalf of such Investor pursuant to Rule 10b5-up Period permitted to any holder 1 under the Exchange Act for the transfer of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4each, the Buyer Common Shares shall be released from any Locka “Carved-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxOut Transfer”).

Lock-Up. Seller agrees that in connection (a) Each Investor Party holding Registrable Securities shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the IPOsame economic effect as a sale, of any Corporation Securities held by such holder (other than those included in the managing underwriter may, registration) during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders ) commencing on the effective date of shares the registration statement for an initial public offering of Common Stock, without Corporation Securities and ending on the prior written consent date specified by the Corporation or the managing underwriter of such managing underwriter, from initial public offering (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement it being understood that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period shall not in any event exceed 180 days), provided that all (x) officers and directors of the Corporation and (y) holders (other than officers and directors of the Corporation) of at least one hundred eighty percent (1801%) days of any class of Corporation Securities covered by the applicable registration statement (on a Fully Diluted Basis) are bound by or have entered into similar agreements. Notwithstanding the immediately preceding sentence, this Section 4.3(a) shall not apply to any share of Common Stock acquired by an Investor through its purchase of Bundles (including any such share acquired upon any conversion of XXXX Notes or exchange of I-Pulse Notes), provided that the Acquisition Price of such share of Common Stock is equal to or greater than 90% (or, if such initial public offering does not occur by February 28, 2022, 80%) of the gross price per share at which Common Stock is sold in such initial public offering. The obligations described in this Section 4.3 shall not apply to a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Corporation may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 3.1 with respect to the Buyer Common Shares, except for shares of Corporation Securities subject to the limited circumstances provided in foregoing restriction until the end of the Lock-up Agreement, and, Period. Each holder of Registrable Securities agrees to execute a market standoff agreement with said underwriters in customary form consistent with the event provisions of this Section 4.3(a). (b) The Investor Parties shall have the right to receive and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lockrights, benefits, terms and conditions of any lock-up Period permitted covenants or waivers in respect of an initial public offering or subsequent registration statement of the Corporation provided to any holder other unaffiliated third party investor in connection with any subsequent Equity Financing, if such rights, benefits, terms and conditions are more favorable in the aggregate than the rights, benefits, terms and conditions of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything lock-up covenants or waivers then applicable under this Agreement to the contrary Investor Parties. Promptly after entering into such a covenant or waiver, the Corporation shall provide the Investor Parties with a copy of such covenant or waiver thereof (in redacted form). In order to exercise such right, Investor Parties then holding a majority of the Registrable Securities shall be required to notify the Corporation in writing, within 30 days after then receipt of such copy, that they want to amend Section 4.3(a) of this Agreement to replace the provisions of such Section 4.3(a) with the rights, benefits, terms and conditions contained in such covenant or waiver, whereupon the Corporation and the Investor Parties shall forthwith enter into an amendment to this Section 5.4, Agreement providing the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter Investor Parties with such covenant or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxwaiver.

Lock-Up. Seller agrees that in connection with the IPO(a) Except as expressly permitted by Section 5(c), the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter that is 12 months following the date hereof (the “Lock-up PeriodUp Expiration Date”), restrict holders none of shares Mitsui or any of Common Stockits Affiliates shall, without the prior written consent of such managing underwriterdirectly or indirectly, from (a) offeringassign, pledgingsell, sellingtransfer, contracting offer, contract to sell, granting accept an offer to purchase, gift, pledge, encumber, hypothecate, provide a security interest in respect of, sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, or otherwise disposing transfer or dispose of, directly whether by actual disposition or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into effective economic disposition pursuant to any swap or other arrangement that transfers to another, in whole or in part, any of the interest in, or economic consequences of ownership of any of the Locked-Up Shares beneficially owned, directly or indirectly, by Mxxxxx (a “Transfer”). (b) Following the Lock-Up Expiration Date and except as expressly permitted by Section 5(c), none of Mitsui or any of its Affiliates shall knowingly, Transfer any Locked-Up Shares to a Restricted Party or NMG Competitor, provided that any Transfer that takes place through the facilities of a stock exchange of which the Common Shares are listed or through a transaction facilitated by a broker dealer without disclosure being made to Mitsui of the purchaser of such securities, whether shall not constitute a breach of this Section 5(b). (c) the restrictions and limitations in Section 5(a) and Section 5(b) shall not apply to: (i) any such transaction described in clause (a) or (b) above is Transfers, prior to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days Up Expiration Date, to Japan SPC or any Affiliate of Mitsui, provided that any such transferee shall, prior to any such Transfer, agree to be bound by, and comply with, all of the obligations, covenants, provisions, and terms of this Agreement that are applicable to Mitsui, and shall deliver to NMG a duly executed undertaking to such effect in form and substance satisfactory to NMG, acting reasonably, or an agreement that NMG believes, acting reasonably, is substantively aligned with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up terms of this Agreement, andmutatis mutandis; (ii) any Transfer pursuant to a bona fide third party “take-over bid” (as defined in National Instrument 62-104 Take-over Bids and Issuer Bids) provided that (1) such take-over bid is made to all shareholders of NMG, (2) in the event and to the extent that the managing underwriter or Buyer permits varying Locktake-up Periods over bid is not completed in accordance with respect the terms recommended to shareholders by the holders of shares of Common StockBoard, the Buyer Common Locked-Up Shares shall be will remain subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter restrictions and Buyer. Notwithstanding anything to the contrary limitations contained in this Section 5.45(a) and Section 5(b); (iii) any Transfer pursuant to or in accordance with any “business combination” (as defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions) involving NMG, the Buyer Common Shares shall be released from any Lock-up provided that in the event and that the business combination is not completed in accordance with the terms recommended to shareholders by the Board, the Locked-Up Shares will remain subject to the extent restrictions and limitations contained in Section 5(a) and Section 5(b); (iv) any Transfer in connection with Mitsui pledging or hypothecating any Locked-Up Shares in favour of a Lender as security for a bona fide loan (a “Loan”), provided that, any such Transfer shall be on terms and conditions acceptable to the Board, acting reasonably, and without limitation, it will be deemed to be reasonable for the Board to require, as conditions of providing consent to any such Transfer, that (1) the managing underwriter Lender first agrees in writing with NMG to be bound by the terms of this Agreement, (2) NMG will have a contractual right with the Lender to cure any default or Buyer permits event of default by Mitsui under the Loan before the Lender will have any discretionary waiver or termination right to Transfer any Locked-Up Shares, and (3) upon the repayment of the Loan, the Locked-Up Shares will remain subject to the restrictions and limitations contained in Section 5(a) and Section 5(b); and (v) any other Transfer of any Lock-up pertaining securities pursuant to the exercise of any officerright pursuant to this Agreement, director the Subscription Agreement, the Registration Rights Agreement or any other holder of shares of Common Stock other than Xxxxxx Xxxxxthe Warrant Certificate.

Lock-Up. Seller (a) Subject to Section 2(b), the Stockholder agrees that it shall not sell, publicly offer to sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”) any issued and outstanding Acquiror Common Stock held by such Stockholder as of and immediately following the Closing Date (in connection with respect of the IPOStockholder, the managing underwriter may, “Lock-up Shares”) during the period commencing beginning on the IPO Closing Date until until, in respect of all of its, his or her Lock-up Shares, the date specified by that is eighteen (18) months from and after the Closing Date (such managing underwriter (period, the “Lock-up Period”); provided, restrict holders that such prohibition shall not apply to Transfers (x) permitted pursuant to Section 2(b) or (y) permitted pursuant to the organizational documents of shares of Common StockAcquiror, without as in effect on the prior written consent of such managing underwriterClosing Date, as the same may be amended from time to time (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired“Governing Documents”), or . (b) entering into Notwithstanding the provision set forth in Section 2(a), Transfers of Lockup Shares that are that are held by a Stockholder or any swap or other arrangement of their permitted transferees (that transfers have complied with this Section 2(b)) are permitted in accordance with the Governing Documents; provided, however, that any such Transfer shall be permitted only if, as a precondition to anothersuch Transfer, the transferee agrees in whole or a writing, reasonably satisfactory in partform and substance to Acquiror, to assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 2(b) shall not relieve the Stockholder of its obligations under this Agreement. (c) During the applicable Lock-Up Period for the respective Stockholders, any purported Transfer of the economic consequences of ownership of such securitiesapplicable Lock-Up Shares not in accordance with this Agreement shall be null and void, whether and Acquiror shall refuse to recognize any such transaction described in clause Transfer for any purpose. (ad) or (b) above is to be settled by delivery of Common Stock or such other securitiesThe Stockholders acknowledge and agree that, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding notwithstanding anything to the contrary contained in this Section 5.4Agreement, the Buyer Common Shares shall be released from any Lock-up in Up Shares beneficially owned or otherwise held by such Person shall remain subject to any restrictions on Transfer under applicable securities Laws of any Governmental Entity, including all applicable holding periods under the event Securities Act and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination other rules of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxSEC.

Lock-Up. Seller (a) Each of the Members agrees (and each holder of a Company Option that in connection with executes a Net Exercise Amendment will agree pursuant to such Net Exercise Amendment) that, from and after the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date Effective Time and continuing until the date specified that is 361 days after the IWO Effective Date, such Member (or such optionholder) will not offer to sell, sell, contract to sell, transfer, assign, distribute, pledge, make any short sale of, loan, grant any option for the purchase of, or otherwise directly or indirectly dispose of, or announce an offering of, any shares of Buyer Common Stock or securities convertible into or exchangeable for Buyer Common Stock (collectively, "Transfer") that may be owned, beneficially or of record, by such managing underwriter Member (the “Lock-up Period”), restrict holders of shares of Common Stock, or such optionholder) without the prior written consent of Buyer unless such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging Transfer complies with the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise provisions hereof (the “Lock-up”"Resale Restriction"). Notwithstanding Section 5.4.1the foregoing and subject to the Members' (or optionholders') rights to participate in and Transfer Buyer Common Stock in any Demand Underwritten Registration or Other Underwritten Registration, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to each Member (or such optionholder) (i) if the IWO Effective Date occurs on or prior to May 31, 2002, (1) 20% of the Buyer Common SharesShares issued to such Member (or such optionholder) shall be released from the Resale Restriction on the date that is 121 days after the IWO Effective Date and (2) an additional 20% of the Buyer Shares issued to such Member (or such optionholder) shall be released from the Resale Restriction every 60 days thereafter, except for (ii) if the limited circumstances provided in IWO Effective Date occurs after May 31, 2002, (1) 20% of the Lock-up AgreementBuyer Shares issued to such Member (or such optionholder) shall be released from the Resale Restriction on the date that is 121 days after the IWO Effective Date, and(2) an additional 20% of the Buyer Shares issued to such Member (or such optionholder) shall be released from the Resale Restriction on the date that is 161 days after the IWO Effective Date, in (3) 30% of the event Buyer Shares issued to such Member (or such optionholder) shall be released from the Resale Restriction on the date that is 201 days after the IWO Effective Date and (4) the remaining Buyer Shares issued to such Member (or such optionholder) shall be released from the extent Resale Restriction on April 15, 2003 and (iii) if the IWO Merger Agreement is terminated by any party thereto, (1) 20% of the Buyer Shares issued to such Member (or such optionholder) shall be released from the Resale Restriction on the date that is 121 days after the managing underwriter Closing Date and (2) an additional 20% of the Buyer Shares issued to such Member (or Buyer permits varying Lock-up Periods with respect to such optionholder) shall be released from the holders of shares of Common StockResale Restriction every 60 days thereafter. Notwithstanding, the Buyer Common Shares shall be subject to foregoing, the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary restrictions contained in this Section 5.4, 3.04 shall not prohibit the Members named in Section 8.02(i) from distributing the shares of Buyer Common Stock received by such Member in the Merger to their respective stockholders as contemplated by Section 8.02(i), provided that each such stockholder has agreed to be bound by the lock-up provisions of this Section 3.04. (b) The Resale Restrictions shall apply to each Member (and optionholder) proportionately provided that a Member (or optionholder) may allocate the Resale Restriction lapse applicable to any of its Buyer Shares to another Member (or optionholder) if the assigning Member (or optionholder) and the assignee Member (or optionholder) provide at least five business days prior written notice to Buyer and the assigning Member (or optionholder) agrees in writing that an equivalent number of its Buyer Shares shall not be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxResale Restriction.

Lock-Up. Seller agrees that in connection with (a) During the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofno Sinclair Party shall, directly or indirectly, any shares of Common Stock sell, offer or any securities convertible intoagree to sell, exercisable for or exchangeable for shares of Common Stock otherwise transfer, or loan or pledge (whether such shares or any such securities are then owned by such holder or are thereafter acquiredother than a pledge in connection with a bona fide third party debt financing), or (b) entering into any through swap or other arrangement that transfers hedging transactions, or grant any option to anotherpurchase, in whole make any short sale or in partotherwise dispose of (“Transfer”), any of the economic consequences of ownership of such securitiesRestricted Shares, whether any such transaction described in clause (aexcept as permitted by Section 3(b) or Section 3(c). (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in Section 3(a), and subject to the other terms and conditions of this Section 5.43, a Sinclair Party may Transfer Restricted Shares as set forth below (each, a “Permitted Transfer” and the transferee permitted hereby, a “Permitted Transferee”): (i) to a Xxxxxxxx Family Member; (ii) as a bona fide gift or gifts (whether or not the recipient is a Xxxxxxxx Family Member); or (iii) with the prior written approval of a majority of the Disinterested Directors. It shall be a condition to any Permitted Transfer that the Permitted Transferee execute a joinder to this Agreement in the form attached hereto as Exhibit D (at which time, such Permitted Transferee’s name will be added to Schedule I, and such Permitted Transferee will be deemed a Stockholder for purposes of this Agreement). Subject to Section 4(d), each Sinclair Party agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Restricted Shares except in compliance with the foregoing restrictions; provided that, subject to the requirements of securities Laws, the Buyer Common Company shall cause such stop transfer instructions to be terminated immediately upon expiration of the Lock-up Period. The Company agrees to provide an indemnification in customary form required by its transfer agent so that Permitted Transfers, as well as sales pursuant to Section 5, may be effected without the requirement for any Xxxxxxxx Family Member to deliver a medallion guaranty or similar assurance in connection with any such Transfer. (c) The Restricted Shares shall cease to be “Restricted Shares” and shall be released from any Lock-up the restrictions on Transfer in Section 3(a) on the dates and in the event and to amounts set forth below: (i) on the extent date that is six months following the managing underwriter or Buyer permits any discretionary waiver or termination Closing, one-third of the Restricted Shares shall be relieved from the restrictions on Transfer in Section 3(a); (ii) on the date that is the one year following the Closing, one-half of the remaining Restricted Shares shall be relieved from the restrictions on Transfer in Section 3(a); and (iii) on the date is that fifteen months following the Closing, the remaining Restricted Shares shall be relieved from the restrictions on Transfer in Section 3(a); (d) provided, however, that any or all of the Restricted Shares may be Transferred in connection with the commencement of any Lock-up pertaining tender offer or exchange offer or the Company’s entry into a definitive agreement with respect to any officera merger, director consolidation or any other holder of similar transaction, which tender offer, exchange offer or definitive agreement has been approved or recommended by the Board or a committee thereof; provided, further, that all shares of Common Stock that cease to be “Restricted Shares” shall continue to be Subject Shares that remain subject to the other than Xxxxxx Xxxxxterms and conditions of this Agreement in accordance with their terms, including Section 4, Section 5, Section 6 and Section 7. Any attempt to Transfer any Restricted Shares in violation of the terms of this Agreement shall be null and void ab initio and no right, title or interest therein or thereto shall be Transferred to the purported Transferee. The Company will not give, and will not permit the Company’s transfer agent to give, any effect to such attempted Transfer on its records.

Lock-Up. 5.4.1 Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). . 5.4.2 Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. . 5.4.3 Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx.

Lock-Up. Seller Stockholder hereby covenants and agrees that from and after the date of this Agreement until the earlier of (a) the receipt of the Parent Stockholder Approval at the Stockholders’ Meeting, and (b) the date on which this Agreement is terminated in accordance with its terms, it will not (x) directly or indirectly sell, transfer, assign, tender or otherwise dispose of or limit its right to vote the Covered Shares, or agree to do any of the foregoing (each a “Transfer”) or (y) knowingly take any action or actions that are, individually or in the aggregate, reasonably likely to delay, prevent or have an adverse effect on Stockholder’s ability to satisfy its obligations under this Agreement; provided that, if the affirmative vote of the stockholders of Parent in favor of the Purchase Agreement and the transactions contemplated thereby has not been obtained by September 12, 2011, then Stockholder shall be permitted to effect a Transfer if such Transfer is permitted by Section 5(d)(i)(2) of the Parent Spinco Agreement. Notwithstanding the foregoing or anything herein to the contrary, Stockholder shall be permitted to effect any Transfer otherwise prohibited by this Section 1.1 if such Transfer is permitted by Section 5(d)(i)(3), 5(d)(i)(4)(ii), 5(d)(i)(6), 5(d)(i)(7) or 5(d)(v) of the Parent Spinco Agreement; provided that if the Parent Spinco Agreement requires that a New Holder Assignment and Assumption Agreement or an Affiliate Assignment and Assumption Agreement, as applicable, be entered into in connection with any Transfer of Covered Shares, then, as a condition to any such Transfer, Stockholder shall require that the IPOtransferee in such Transfer agree to be bound by all of Stockholder’s obligations under this Agreement; provided, further, that no Hedging Transaction or Stock Lending Transaction (as those terms are defined in the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders Parent Spinco Agreement) shall be entered into that would prevent Stockholder from voting a number of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Parent Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect equal to the Buyer Common Shares, except for the limited circumstances provided number of Existing Shares in the Lock-up accordance with Section 1.5 of this Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx.

Lock-Up. Seller agrees that (a) From the date hereof, the Company shall not dispose of any Escrow Shares prior to the 18-Month Date except as such transfer may occur (i) in a merger by operation of law, (ii) in acceptance of an offer to purchase all or substantially all the outstanding shares of Parent Common Stock or (iii) in connection with the IPOsale of all or substantially all of Parent's assets. The Company shall not dispose of any Basic Shares until two trading days after Parent's public announcement of its earnings for the quarter ended July 31, 1998, which Parent agrees to make no later than 45 days following the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent end of such managing underwriterquarter. (b) The Company shall use its best efforts to cause Gary Sugarman not to dispose xxx xx xxx Xxditional Shares prior to the third anniversary of the Closing. (c) The Company, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, its partners and their stockholders and their respective Affiliates shall not sell any shares of Parent Common Stock acquired hereunder other than in an orderly fashion using BT Alex. Brown, Hambrecht & Quist, NatxxxxXanx Xxxxxxxery Xxxxrities or any securities convertible into, exercisable for CIBC Xxxxxxxxxer or exchangeable for another broker-xxxxxx xxxeptable to Parent until such time as the Company and such Persons referred to above collectively own fewer than 20,000 shares of Parent Common Stock acquired hereunder that may be sold without restriction under applicable securities laws. For this purpose, a block trade shall be deemed to be a sale made in an orderly fashion. Notwithstanding the foregoing, in the event that a Registration Statement is not declared effective by the Applicable Registration Deadline, (whether i) any sale made in accordance with Rule 144 promulgated by the Commission under the Securities Act of 1933, as amended, and (ii) any private resale shall be deemed to have been made in an orderly fashion. (d) Anything in this Section to the contrary notwithstanding, the Company may distribute shares of Parent Common Stock to its partners and their shareholders and such shareholders' family members; provided, that (i) such distributees shall be held to the same restrictions as the Company (including the restrictions provided in this Agreement) with respect to such shares, (ii) at the time of each such distribution, legal counsel to the Company reasonably acceptable to Purchaser and Parent shall issue a legal opinion to be relied upon by legal counsel to Parent and Purchaser and by the transfer agent and registrar for the Parent Common Stock to the effect that such transfer is exempt from Section 5 under the Securities Act of 1933, as amended, which opinion shall be in form and substance reasonably satisfactory to Purchaser and Parent, and (iii) prior and subsequent to any transfers, the certificates representing such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days bear appropriate restricted legends with respect to the Buyer Common Shares, except for the limited circumstances provided in the Locklock-up Agreementof such shares. For purposes of the foregoing provision, and, in the event Richards Spears Kibbe & Orbe xx xxxxxd xxxxxxxxxx to Xxxxnt and to the extent that the managing underwriter Purchaser. (e) The Company shall not sell or Buyer permits varying Lock-up Periods with respect to the holders of otherwise transfer any shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Parent Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination violation of the restrictions Securities Act of any Lock-up pertaining to any officer1933, director as amended, or any other holder applicable Requirement of shares of Common Stock other than Xxxxxx XxxxxLaw.

Lock-Up. The Seller (on behalf of itself and each Registrable Securities Holder) hereby agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stockthat, without the prior written consent of such managing underwriterthe Buyer, from it (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofwill not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any shares call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of Common any of the Registrable Securities representing the Stock Consideration and (b) will not establish or increase any securities convertible into, exercisable for "put equivalent position" or exchangeable for shares liquidate or decrease any "call equivalent position" with respect to any of Common the Registrable Securities representing the Stock Consideration (whether such shares or any such securities are then owned by such holder or are thereafter acquiredin each case within the meaning of Section 16 of the Exchange Act), or (b) entering otherwise enter into any swap swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any of the economic consequences consequence of ownership of such securitiesany of the Registrable Securities representing the Stock Consideration, whether any or not such transaction described in clause (a) or (b) above is to be settled by delivery of Common Registrable Securities representing the Stock or such Consideration, other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed other consideration for a period of one hundred and eighty (180) days with respect commencing on the date of issuance of Registrable Securities representing the Stock Consideration; provided, however, that, notwithstanding the foregoing, the Seller and the Vessel Owning Subsidiaries shall be permitted to transfer all or any portion of the Registrable Securities representing the Stock Consideration among themselves or to any Seller Affiliate; provided, further, that prior to any such transfer the transferor at its expense shall provide to the Buyer Common Shares, except for an opinion of counsel reasonably acceptable to the limited circumstances provided in Buyer to the Lockeffect that that such transfer would not require registration under the Securities Act. The Seller hereby further agrees to cause each Registrable Securities Holder to enter into a lock-up Agreement, and, in the event and agreement giving effect to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders provisions of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, 5(j) immediately upon such Registrable Securities Holder's acquisition of Registrable Securities representing the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxConsideration.

Lock-Up. Seller agrees that in connection (a) Prior to November 22, 2022 (the “Expiration Time”), Optionee shall not, directly or indirectly: (i) transfer (except as may be specifically required by court order or by operation of law), grant an option with the IPOrespect to, sell, exchange, pledge or otherwise dispose of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), or encumber, the managing underwriter mayOption or any Option Shares (collectively, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up PeriodUp Securities”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting enter into any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired)transaction, or make any offer or enter into any agreement or binding arrangement or commitment providing for any of the foregoing, or publicly disclose the intention to take any of the foregoing actions; (ii) grant any proxies or powers of attorney with respect to any of the Lock-Up Securities, deposit any of the Lock-Up Securities into a voting trust, or enter into a voting agreement or similar arrangement or commitment with respect to any of the Lock-Up Securities or make any public announcement that is in any manner inconsistent with this Section 3.5; or (iii) take any action that may be reasonably expected to have the effect of impairing the ability of Optionee to perform his obligations under this Agreement. (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of Notwithstanding the economic consequences of ownership of such securities, whether any such transaction described restrictions set forth in clause (a) of this Section 3.5; (i) Nothing contained herein will be deemed to restrict the ability of Optionee to exercise, including any form of cashless exercise that results in the same or (b) above is other transfer of any Option Shares in accordance with this Agreement and the Plan, any options or warrants to be settled by delivery of purchase Common Stock held by Optionee; and (ii) Optionee may transfer exercised Option Shares to any member of Optionee’s immediate family, or such other securitiesto a trust for the benefit of Optionee or any member of Optionee’s immediate family for estate planning purposes; provided, that, in cash any such case it shall be a condition to the transfer or otherwise (distribution that the “Lock-up”). Notwithstanding Section 5.4.1transferee or distributee execute an agreement, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect form and substance satisfactory to the Buyer Common SharesCompany, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent stating that the managing underwriter transferee or Buyer permits varying Lock-up Periods with respect to distributee is receiving and holding the holders of shares of Common Stock, the Buyer Common Option Shares shall be subject to the shortest Lock-up Period permitted provisions of this Agreement and that the transferee or distributee agrees to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) be bound by the managing underwriter terms and Buyer. Notwithstanding anything to the contrary contained in conditions of this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxAgreement.

Lock-Up. Seller agrees that in connection with the IPOThe Investor shall not, the managing underwriter mayand shall cause its Affiliates not to, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, Transfer any Subject Shares without the prior written consent of such managing underwriterthe Company prior to the Lock-Up Termination Date, from other than: (a) offeringTransfer to a Qualified Investor Group Member (a “Permitted Transferee”), pledgingprovided that (i) the transferee shall agree to be bound by the terms of this Agreement by executing and delivering to the Company an adherence agreement in substantially the form set out in Schedule 1 hereto and (ii) in the event such transferee ceases to be a Permitted Transferee prior to the Lock-Up Termination Date, selling, contracting to sell, granting the transferee shall Transfer back all of the relevant Subject Shares (excluding any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned relevant Subject Shares which have been Transferred by such holder transferee as permitted under other subsections of this Section 4.2) to the Investor or are thereafter acquired), or another Qualified Investor Group Member in compliance with this Section 4.2; (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled Transfer required by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect Laws applicable to the Buyer Common SharesInvestor that come into effect after the Closing, except provided that the Investor shall, prior to effecting the proposed Transfer, deliver an opinion of counsel reasonably satisfactory to the Company setting out the basis for the limited circumstances provided requirement under applicable Law and the applicability thereof to the Investor and it being agreed that if Transferring the relevant Subject Shares to a Qualified Investor Group Member would result in compliance with such requirements of Laws, then the Lock-up AgreementInvestor shall Transfer such Subject Shares to a Qualified Investor Group Member pursuant to Section 4.2(a) and not this Section 4.2(b); (c) Transfer on and from May 1, and2024 if the Platform and Software Collaboration Agreement has not been executed by April 30, 2024; (d) Transfer in the event that the total shareholding of the Investor and its Affiliates becomes 10% or more of the Company Total Share Number solely due to the Company’s repurchase, redemption, or change of its share capital, provided that such Transfer may be made only to the extent that, absent other Transfers permitted under this Agreement, the Investor and its Affiliates will collectively hold approximately 9.99% of the Company Total Share Number, and the Investor will use its commercially reasonable efforts to Transfer as soon as practicable to the extent that the managing underwriter total shareholding of the Investor and its Affiliates immediately after the Transfer is as close to 9.99% of the Company Total Share Number as reasonably possible, provided that the Company has promptly provided the Share Information in accordance with Section 5.4; (e) Transfer in the event that any Transaction Document or Buyer permits varying Lock-up Periods Collaboration Document is terminated according to the terms thereof (other than due to a breach by the Investor and/or its Affiliates and other than due to the expiration of the duration of any Transaction Document or Collaboration Document according to its terms); (f) Transfer in the event that there has been a material breach by the Company and/or its Affiliate under the Transaction Documents or the Collaboration Documents and such breach has not been cured within thirty (30) days (with respect to the Transaction Documents) or sixty (60) days (with respect to the Collaboration Documents) after the written notice from the Investor and/or its Affiliates; (g) Transfer if a Sanctions Event has occurred provided that: (i) the Investor shall have first sent a Sanctions Event Notice to the Company stating the basis on which it believes a Sanctions Event has occurred and its bona fide intention to Transfer; (ii) the applicable Group Company or Affiliate shall have the right to remedy the Sanctions Event, if it is capable of remedy, for a period of 60 Business Days following the date of the Sanctions Event Notice; and (iii) the Sanctions Event (if capable of remedy) is not remedied to the satisfaction of the Investor (not to be unreasonably withheld) during such 60 Business Days, or is incapable of being remedied; or (h) Transfer pursuant to a bona fide tender offer, merger, consolidation or other similar transaction (i) that is approved by the Board and made available to all holders of the Company’s share capital and (ii) the completion of which, will result in the Founder not Beneficially Owning a number of shares representing at least 50.01% of Common Stockthe aggregate voting power of the total issued and outstanding share capital of, or otherwise Controlling, the Buyer Common relevant acquiring or surviving entity pursuant to such transaction. For the avoidance of doubt, in the case of Transfer under the sub-clauses of this Section 4.2 (except Section 4.2(a)), the subsequent Transfers of the relevant Subject Shares that had been Transferred in compliance with such sub-clauses shall not be subject to any consent of the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained Company as provided in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxx4.2.

Lock-Up. Seller agrees that in connection with the IPO2.3.1 As from February 29, the managing underwriter may, during the period commencing on the IPO Closing Date 2012 until the date specified by such managing underwriter which is 90 days after February 29, 2012 (the “Lock-up Up Period”), restrict holders neither GMH (nor the Authorized GMH Affiliate if relevant) shall directly or indirectly transfer title to the Shares, grant any right or promise to, enter into any agreement or undertaking with, a third party or announce its intention (i) to transfer the ownership of, or rights in, the Shares (including securities lending, hedging, equity swaps or any other derivative) or (ii) affecting the exercise of shares any right attached to the Shares (in particular through a fiducie or a trust), or enter into any contract, option or any other agreement, commitment or undertaking to do any of Common Stock, without the prior written consent of such managing underwriter, from actions described above (a) offering, pledging, selling, contracting to sell, granting including selling any option or contract to purchase, purchase the Shares or purchasing any option or contract to sell, hedging sell the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (bShares) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise having a substantially similar effect (the “Lock-upUp”). Notwithstanding Section 5.4.1the foregoing, in no event GMH shall be authorized to (i) transfer the Shares to an Authorized GMH Affiliate (subject to such Authorized GMH Affiliate agreeing to continue to comply with the Lock-up Period exceed one hundred eighty Up and such Authorized GMH Affiliate continuing to be qualified as Authorized GMH Affiliate during its holding of the Shares) and (180ii) days tender the Shares to an offeror in connection with respect to a tender offer for all the Buyer Common Sharesshares of PSA recommended by the Supervisory Board of PSA and cleared by the AMF. 2.3.2 Notwithstanding any of the foregoing, except for the limited circumstances provided in the Lock-up Agreement, and, Up shall automatically terminate in the event and of termination of this Agreement in accordance with the terms hereof. 2.3.3 Following the expiration of the Lock-Up, neither GMH nor the relevant Authorized GMH Affiliate shall sell or transfer any Shares to the extent any Competitor (or any person acting in concert therewith, if such concert action has been publicly declared or if GMH is otherwise aware of such concert action); provided that the managing underwriter foregoing shall not prohibit GMH or Buyer permits varying Lock-up Periods with respect to an Authorized GMH Affiliate from tendering its shares in any tender offer for all the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) PSA recommended by the managing underwriter Supervisory Board of PSA and Buyer. Notwithstanding anything to cleared by the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxAMF.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offeringThe Holder shall not, pledgingother than with the consent of the Buyer’s board of directors, sellingoffer, contracting to sell, granting any option or contract to purchaselease, purchasing any option or contract to sell, hedging the beneficial ownership of pledge, assign, grant any option to purchase, make any short sale or otherwise disposing dispose of, directly or indirectly, any the shares of common stock, par value $0.001 per share, of the Buyer (“Buyer Common Stock”) issued in the Holder’s favor by the Buyer within 14 days of the Effective Date in connection with the Scheme (each such issued shares of Buyer Common Stock, as applicable, the “Locked-Up Shares”), until the later of: (i) six months following the effective date of issuance of Buyer Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any favor of the economic consequences of ownership of Holder; and (ii) December 31, 2022 (such securitiesperiod, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-upUp Period”). . (b) Notwithstanding the provisions of Section 5.4.11(a), in no event shall during the Lock-up Period exceed one hundred eighty Up Period, the Holder may transfer all or a portion of the Locked-Up Shares: (180i) days with respect as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to the Buyer Common SharesBuyer, except to be bound by the restrictions set forth in this Section 1, (ii) to the Holder’s affiliates (including, if applicable, commonly controlled or managed investment funds (or to any member, shareholder or limited or general partner of any such investment funds)) who execute a written joinder to this Agreement; provided that the Holder’s affiliates agree in writing, in form and substance reasonably satisfactory to the Buyer, to be bound by the restrictions set forth in this Section 1, or (iii) pursuant to any transaction approved or recommended by the Buyer’s board of directors, including any tender offer, stock split, share subdivision or consolidation, bonus issue, dividend or combination, or any reclassification, recapitalization, merger, amalgamation, consolidation, exchange or other similar reorganization. For purposes hereof, “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, or any director, manager or officer of 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 possession, directly or indirectly, of the power 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). (c) The Holder, for the limited circumstances provided in duration of the Lock-up AgreementUp Period, and, in the event and consents to the extent that entry of stop transfer instructions with the managing underwriter or Buyer permits varying LockBuyer’s transfer agent and registrar against the transfer of the Locked-up Periods Up Shares except in compliance with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained restrictions set forth in this Section 5.4, 1. (d) The Holder acknowledges that the Locked-Up Shares bear the following legend evidencing the lock-up restrictions set forth in this Section 1 (which legend the Buyer Common Shares shall cause to be released from any removed promptly upon the end of the applicable Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any LockUp Period): “THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY POSITION ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL THE LATER OF: (I) SIX MONTHS FOLLOWING THE EFFECTIVE DATE OF THEIR ISSUANCE, AND (II) DECEMBER 31, 2022 PURSUANT TO A LOCK-up pertaining to any officerUP AGREEMENT, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxAND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY. A COPY OF THE LOCK-UP AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY AND MAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE CORPORATION.”

Lock-Up. (a) Each Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date and continuing until the date specified by day that is 180 days after the Closing Date, such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common StockSeller will not, without the prior written consent of such managing underwriterPurchaser, from directly or indirectly: (ai) offeringoffer, pledging, selling, contracting to sell, granting any option or contract to purchasetransfer, purchasing any option or pledge, contract to sell, hedging the beneficial ownership grant any option to purchase, make any short sale, hypothecate, pledge, transfer or otherwise dispose of or otherwise disposing ofmonetize the economic value of any of the Closing Shares received by such Seller (the “Locked-Up Securities”) pursuant to the terms hereof; or (ii) announce any intention to do any of the foregoing, provided that the parties acknowledge and agree that a Seller may make a distribution of the Locked-Up Securities to its members or shareholders pursuant to Section 3.11(b). (b) Notwithstanding the foregoing, the parties acknowledge and agree that Sellers which are entities may distribute the Locked-Up Securities to certain of their members or shareholders at the Closing. In the event that any Seller does so distribute such Locked-Up Securities, such Seller as a condition thereof, shall cause such recipient of the Locked-Up Securities to agree to be bound by the provisions of this Section 3.11 in a form acceptable to Purchaser, acting reasonably, and shall deliver it to Purchaser for its acceptance prior to such distribution occurring. Upon Purchaser’s confirmation of receipt and acceptance of such agreement, the applicable Seller may complete the distribution as contemplated herein. (c) The restrictions set forth in Section 3.11(a) and Section 3.11(b) shall not apply: (i) if Purchaser receives an offer, made to all securityholders of Purchaser, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectlyindirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Purchaser Shares, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of transfers of Locked-Up Securities to affiliates of the Seller, any shares spouse, parent, child, or grandchild of Common Stock the undersigned, any company, trust or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then other entity owned by such holder or are thereafter acquired), or (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any maintained for the benefit of the economic consequences of ownership of such securitiesContributor, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and but solely to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect such transferee agrees to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) bound by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in terms of this Section 5.43.11; (iii) in respect of transfers of Locked-Up Securities to a charitable organization pursuant to a bona fide gift; (iv) if the undersigned is an individual, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination connection with estate planning of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxundersigned.

Lock-Up. Seller Stryker hereby agrees that in connection with it will not, without the IPO, prior written consent of the managing underwriter mayunderwriter, during the period commencing on the IPO Closing Date until date of the final prospectus relating to any public offering of Purchaser’s securities and ending on the date specified by such Purchaser and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by Purchaser or an underwriter to accommodate regulatory restrictions on (x) the “Lock-up Period”publication or other distribution of research reports and (y) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), restrict holders of shares of Common Stockor any successor provisions or amendments thereto), without the prior written consent of such managing underwriter(A) lend, from (a) offeringoffer, pledgingpledge, sellingsell, contracting contract to sell, granting sell any option or contract to purchase, purchasing purchase any option or contract to sell, hedging the beneficial ownership of grant any option, right or warrant to purchase, or otherwise disposing transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable held immediately prior to the effectiveness of the registration statement for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), the offering or (bB) entering enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesany shares of Common Stock, whether any such transaction described in clause (aA) or clause (bB) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares in cash or otherwise. The foregoing provisions of this Section 2.04(b)(iii) shall be subject not apply to the shortest Lock-up Period permitted sale of any shares of Common Stock to any holder an underwriter pursuant to an underwriting agreement and shall only be applicable to Stryker if all officers, directors, holders of more than one percent (1%) of the outstanding shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything after giving effect to the contrary contained conversion of all Convertible Securities) and Purchaser enter into, and remain bound by, similar agreements. The underwriters in connection with the offering are intended third party beneficiaries of this Section 2.04(b)(iii) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Stryker further agrees to execute such agreements as may be reasonably requested by Purchaser or any underwriter that are consistent with this Section 2.04(b)(iii) or that are necessary to give further effect hereto. In order to enforce the covenants set forth in this Section 5.42.04(b)(iii), the Buyer Common Shares shall be released from any LockPurchaser may impose stop-up in the event and transfer instructions with respect to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxheld by Stryker until the end of such restricted period.

Lock-Up. Seller agrees that in connection with the IPO, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”a) Subject to Section 3(b) and Section 3(c), restrict holders of shares of Common Stock, without except with the prior written consent of such managing underwriterthe Principal Investor, from (a) offeringeach Initial Other Investor hereby acknowledges and agrees that it shall not, pledgingand shall cause its Affiliates not to, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock Transfer all or any securities convertible into, exercisable for or exchangeable for shares portion of Common Stock (whether such shares or any such securities are then owned the Securities Beneficially Owned by such holder or are thereafter acquired), or Person until the end of the Lock-Up Period. (b) entering into any swap Notwithstanding the provisions set forth in Section 3(a), each Initial Other Investor or other arrangement that transfers to another, in whole or in part, any of its respective Permitted Transferees may Transfer the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall Securities it Beneficially Owns during the Lock-up Up Period exceed one hundred eighty (180i) days to Affiliates of such Initial Other Investor; (ii) in the case of an individual, to a member of such individual’s immediate family; (iii) in connection with a pledge to a financial institution pursuant to a bona fide financing, including the enforcement of any such pledge by a financial institution; or (iv) to any Person approved in writing by the Principal Investor; provided that, in the case of clauses (i) through (iv), no Initial Other Investor or its respective Permitted Transferee shall Transfer any Securities Beneficially Owned by it or them to any Permitted Transferee unless such Permitted Transferee becomes a party to and fully subject to and bound by this Agreement, to the same extent as the transferring party, by executing and delivering a joinder agreement to this Agreement in the form attached hereto as Exhibit A. (c) Notwithstanding the provisions set forth in Section 3(a), (i) nothing in Section 3(a) shall apply to forfeitures of any Warrants pursuant to a “net” or “cashless” exercise thereof and (ii) if the Principal Investor Transfers (other than to an Affiliate) all or any portion of the Principal Investor’s Securities, then the restrictions set forth in Section 3(a) shall not apply solely with respect to the Buyer Common Shares, except for percentage of Securities Beneficially Owned by each such Initial Other Investor equal to (A) the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders amount of shares of Common StockSecurities Transferred by the Principal Investor (other than to an Affiliate) divided by (B) the amount of shares of Securities Beneficially Owned by the Principal Investor as of the Closing Date. For illustrative purposes, if the Buyer Common Shares Principal Investor Transfers five percent (5%) of the Securities that the Principal Investor Beneficially Owned as of the Closing Date, then notwithstanding anything to the contrary in Section 3(a), each Initial Other Investor may Transfer up to five percent (5%) of the Securities that such Initial Other Investor Beneficially Owned as of the Closing Date. (d) The right of each Initial Other Investor or any of its respective Affiliates to Transfer Securities Beneficially Owned by such Person is subject to the restrictions set forth in this Section 3, and no Transfer by such Initial Other Investor or any of its Affiliates of Securities Beneficially Owned by such Person may be effected except in compliance with this Section 3. Any attempted Transfer in violation of this Agreement shall be of no effect and be null and void ab initio, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement. (e) Any additional Securities of which any Initial Other Investor acquires Beneficial Ownership following the date hereof shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter restrictions and Buyer. Notwithstanding anything to the contrary commitments contained in this Section 5.4Agreement as fully as if such Securities, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination as applicable, were Beneficially Owned by such Person as of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxdate hereof.

Lock-Up. Seller agrees that in connection Each of Xxxxxxxx X. Xxxxxxxxx (“Xxxxxxxxx”), XXXX LLC (“XXXX” and together with the IPOXxxxxxxxx, the managing underwriter may“Goldsteen Parties”) and AECOM (together, the “Lock-Up Parties”) hereby agree that, during the period commencing on the IPO Closing Date until beginning from the date specified hereof and continuing to and including the date that is the earlier of (i) the effective date of a Shelf Registration registering the resale of all or a portion of the Registrable Shares held by such managing underwriter AECOM is declared effective by the Commission and (ii) the date the Initial Shares are eligible for resale under Rule 144 (the “Lock-up Up Period”), restrict holders the Lock-Up Parties shall not, and shall not cause or direct any of shares of Common Stocktheir affiliates to, without the prior written consent of such managing underwriter(i) offer, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of pledge, grant any option to purchase, lend or otherwise disposing of, directly or indirectly, dispose of any shares of Common Stock of Shimmick, or any options or warrants to purchase any shares of Common Stock of Shimmick, or any securities convertible into, exercisable exchangeable for or exchangeable for that represent the right to receive shares of Common Stock of Shimmick (whether such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation in the case of the Goldsteen Parties, any such shares or Derivative Instruments now owned or such shares or Derivative Instruments hereafter acquired by the Goldsteen Parties or their affiliates (such shares of Common Stock, options, rights, warrants or other securities, collectively, “Lock-Up Securities”), (ii) engage in any such securities are then owned hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by such holder the Lock-Up Parties or are thereafter acquiredsomeone other than the Lock-Up Parties), or (b) entering into transfer of any swap or other arrangement that transfers to anotherof the economic consequences of ownership, in whole or in part, directly or indirectly, of any of the economic consequences of ownership of such securitiesLock-Up Securities, whether any such transaction described in clause or arrangement (aor instrument provided for thereunder) or (b) above is to would be settled by delivery of Common Stock or such other securities, in cash or otherwise (the any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The Lock-up”). Notwithstanding Section 5.4.1Up Parties represent and warrant that they are not, and have not caused or directed any of their affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in no event shall any Transfer during the Lock-Up Period. For the avoidance of doubt, the Goldsteen Parties agree that the foregoing lock-up Period exceed one hundred eighty (180) days with respect restriction shall be equally applicable to the Buyer any shares of Common Shares, except for the limited circumstances provided in Stock or Derivative Securities that the Lock-Up Parties may purchase during the Lock-Up Period. The foregoing lock-up Agreementrestriction shall not restrict Transfers by (i) operation of law, andsuch as pursuant to an order of a court or regulatory agency (for purposes of this lock-up provision, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body or any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction), (ii) pursuant to any domestic order, (iii) upon death by will, testamentary document, or the laws of intestate succession, (iv) in connection with a change of control of Shimmick and (v) Transfers occurring after Xxxxxxxxx is no longer a director or employee of Shimmick due to a termination of his employment or removal as a director caused by (x) the Special Committee of the Board of Directors of Shimmick or a majority of the independent directors on the Board of Directors of Shimmick or (y) death or disability; provided, that in the event any Transfer occurs pursuant to any of clauses (i), (ii), (iii), and (v) of this sentence during the period between the date hereof and any Shareholder Vote (as defined below), such transferee shall agree in a written instrument with Shimmick and AECOM to be bound by the extent that terms of this Section 5.8 and Section 5.9 of this Agreement until such Shareholder Vote is taken. The foregoing lock-up restrictions shall not restrict the managing underwriter or Buyer permits varying Lock-up Periods with respect Up Parties from (i) pledging, hypothecating or granting a security interest in any shares of the Lock-Up Parties’ Common Stock to one or more lending institutions as collateral or security for any loan, advance, extension of credit or similar financing activity (provided, however the holders of Lock-Up Parties may not Transfer shares of Common Stock, Stock upon foreclosure of such shares in connection with such arrangement) and (ii) establishing a trading plan pursuant to Rule 10b5-1 under the Buyer Common Shares shall be subject to Exchange Act for the shortest Lock-up Period permitted to any holder Transfer of shares of Common Stock (other than Xxxxxx Xxxxx) by provided that such plan does not provide for the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares Transfer of Common Stock other than Xxxxxx Xxxxxduring the Lock-Up Period).

Lock-Up. Seller (a) Each Holder agrees that in connection with not to sell, pursuant to this Article V, Rule 144 of the IPOSecurities Act of 1933, as amended (the managing underwriter may“Securities Act”), or otherwise, (i) any of the Closing Share Consideration received by such Holder during the six-month period beginning on the date of the Closing until the six-month anniversary of Closing and (ii) more than 50% of the Closing Share Consideration received by such Holder during the period commencing beginning on the IPO day following the six-month anniversary of the Closing Date until and ending on the date specified by such managing underwriter (nine-month anniversary of Closing. Beginning on the “Lockday following the nine-up Period”month anniversary of the Closing, there shall be no further sale restriction pursuant to this Section 5.1(a), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or . (b) entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise (the “Lock-up”). Notwithstanding Section 5.4.1, in no event shall the Lock-up Period exceed one hundred eighty (180) days with respect to the Buyer Common Shares, except for the limited circumstances provided in the Lock-up Agreement, and, in the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock (other than Xxxxxx Xxxxx) by the managing underwriter and Buyer. Notwithstanding anything to the contrary contained in the foregoing, the restrictions set forth in this Section 5.45.1 shall not apply to (i) any Transfer by the Holder to any of its Affiliates or any limited partner, member, shareholder or stockholder of the Buyer Common Holder, provided that such Affiliate(s) or other transferee(s) agree in writing, in form and substance reasonably satisfactory to Acquirer to be bound by the terms and conditions of this Agreement, (ii) a Transfer to any party or parties not affiliated with the Holder who are acquiring majority control of Acquirer in a merger, tender offer or other transaction approved or recommended by the Acquirer board of directors, (iii) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing, in form and substance reasonably satisfactory to Acquirer, to be bound by the terms and conditions of this Agreement, (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Holder or an immediate family member of the Holder; provided that the trustee of the trust or such other transferee agrees in writing, in form and substance reasonably satisfactory to Acquirer, to be bound by the terms and conditions of this Agreement; provided, further that any such transfer shall not involve a disposition for value; or (v) transfers to Acquirer to effect withholding or surrender of any of the Holder’s Acquirer Shares shall be released from any Lock-up to satisfy tax withholding obligations. (c) Any Transfer or attempted Transfer of Acquirer Shares in the event and violation of this Section 5.1 shall, to the fullest extent that permitted by applicable law, be null and void ab initio, and Acquirer shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the managing underwriter or Buyer permits any discretionary waiver or termination share register of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx XxxxxAcquirer.

Lock-Up. Seller agrees that Notwithstanding anything to the contrary in connection with the IPOthis Agreement, the managing underwriter may, during the period commencing on the IPO Closing Date until the date specified by such managing underwriter (the “Lock-up Period”), restrict holders of shares of Common Stock, without the prior written consent of such managing underwriter, from (a) offering, pledging, selling, contracting to sell, granting any option or contract to purchase, purchasing any option or contract to sell, hedging the beneficial ownership of or otherwise disposing ofeach Buyer shall not, directly or indirectly, (i) sell, exchange, transfer, assign, pledge, hypothecate, grant any shares option to purchase or otherwise dispose of or agree to dispose of all or any portion of the Shares or Additional Shares held by such Buyer (ii) establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to any Common Stock or any securities convertible into, into or exercisable for or exchangeable for shares of Common Stock, or warrants or other rights to purchase Common Stock (whether such shares or any such securities are then owned by such holder or are thereafter acquired), or (biii) entering enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securitiesCommon Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise otherwise, in each case, for a period of eighteen (18) months from the Closing Date (the “Lock-upUp Period”). Notwithstanding Section 5.4.1, in no event shall without the prior written consent of the Company’s Board of Directors; provided, however, that the Lock-up Up Period exceed one hundred eighty shall expire immediately if (180i) days with respect to Advisers, or another affiliate of Capital, is no longer serving as the Buyer Common Shares, except for the limited circumstances provided Company’s investment adviser or (ii) either Xxxxx X. Xxxx or Xxxxx X. Xxxxxxxxxx are no longer actively involved in the Lock-up Agreementmanagement of the Company or Capital; provided further, and, in that if any of the event and to the extent that the managing underwriter or Buyer permits varying Lock-up Periods with respect to the holders of shares of Common Stock, the Buyer Common Shares shall be subject to the shortest Lock-up Period permitted to any holder of shares of Common Stock acquired by Messrs. Labe, Srivastava and Xxxxx in the Management Purchase are disposed of by any of them prior to the expiration of the Lock-Up Period (other than Xxxxxx Xxxxx) the “Disposed Shares”), then the Lock-Up Period shall expire immediately with regard to the number of Shares held by the managing underwriter and Buyer. Notwithstanding anything Buyers that are in the same proportion as the Disposed Shares are relative to the contrary contained in this Section 5.4, the Buyer Common Shares shall be released from any Lock-up in the event and to the extent that the managing underwriter or Buyer permits any discretionary waiver or termination of the restrictions of any Lock-up pertaining to any officer, director or any other holder of shares of Common Stock other than Xxxxxx Xxxxxpurchased in the Management Purchase. Each Buyer acknowledges that its respective Shares and Additional Shares shall bear the following restrictive legend: THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, EXCHANGED, TRANSFERRED ASSIGNED, PLEDGED, HYPOTHECATED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A LOCK-UP AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). THE SECRETARY OF THE COMPANY WILL, UPON WRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.