Common use of Lock-Up Exceptions Clause in Contracts

Lock-Up Exceptions. Notwithstanding anything else to the contrary in this Agreement, subject to the conditions below, each Specified Investor may Transfer its Transaction Common Shares during the applicable Lock-up Period in connection with (i) transfers or distributions to such Specified Investor’s direct or indirect Affiliates or to the estates of any of the foregoing; (ii) transfers by bona fide gift to a member of such Specified Investor’s immediate family or to a trust, the beneficiary of which is such Specified Investor or members of such Specified Investor’s immediate family for estate planning purposes; (iii) by virtue of the laws of descent and distribution upon death of such Specified Investor; (iv) pursuant to a qualified domestic relations order, (v) transfers to Parent’s or Sponsor’s officers, directors or their Affiliates, (vi) pledges of Transaction Common Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by such Specified Investor (provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers), (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, Transaction Common Shares subject to this Agreement will remain subject to this Agreement), (viii) the establishment of a trading plan pursuant to Rule 10b5-1 under the U.S. Exchange Act (provided, however, that such plan does not provide for the transfer of Transaction Common Shares during the Lock-up Period), (ix) transfers to satisfy tax withholding obligations in connection with the exercise of rights to purchase Common Shares or the vesting of stock-based awards; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v), it will be a condition to any such transfer that (A) the transferee or donee agrees to be bound by the terms of this Agreement (including the restrictions set forth in the preceding sentence) to the same extent as if such person were a party hereto and (B) each party (donor, donee, transferor or transferee) will not be required by Law to make, and will agree not to voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Period, other than ordinary course beneficial ownership filings as required by Law or listing requirements. In the case of any Specified Investor that is an entity, the Transfers permitted by this Section 1.3 will also apply to the person or entity that is the ultimate beneficial owner of all or a portion of the equity interests therein and therefore any such Transfers will be deemed permitted pursuant to this Section 1.3.

Lock-Up Exceptions. Notwithstanding anything else to the contrary in this Agreement, subject to the conditions below, each Specified Company Investor may Transfer its Transaction Common Shares during the applicable shares of Lock-up Period Common Stock in connection with (i) transfers or distributions to such Specified Company Investor’s direct or indirect Affiliates affiliates (within the meaning of Rule 405 under the Securities Act of 1933) or to the estates of any of the foregoing; (ii) transfers by bona fide gift to a member of such Specified Company Investor’s immediate family or to a trust, the beneficiary of which is such Specified Company Investor or members a member of such Specified Company Investor’s immediate family for estate planning purposes; (iii) by virtue of the laws of descent and distribution upon death of such Specified Company Investor; (iv) pursuant to a qualified domestic relations order, (v) transfers to Parent’s or SponsorParentCo’s officers, directors or their Affiliatesaffiliates, (vi) pledges of Transaction shares of Lock-up Common Shares Stock as security or collateral in connection with a borrowing or the incurrence of any indebtedness by such Specified Company Investor (provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers), (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control (as defined in the Merger Agreement) (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, Transaction the shares of Lock-up Common Shares Stock subject to this Agreement will shall remain subject to this Agreement), (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the U.S. Exchange Act (provided, however, that such plan does not provide for the transfer of Transaction the shares of Lock-up Common Shares Stock during the Lock-up Up Period), . (ix) transfers to satisfy tax withholding obligations in connection with the exercise of rights options to purchase shares of Common Shares Stock or the vesting of stock-based awards, (x) in the case of Innventure LLC, transfers to Silver Leaf Capital Partners, LLC, Pickwick Capital Partners, LLC and Innventus Fund I, L.P. (or transfers to Innventure1, LLC for further transfer by Innventure1, LLC to such parties) pursuant to purchase option or similar agreements of up to an aggregate of the number of shares of Common Stock that would have been received in exchange for 16,628 Class B-1 Units (as defined in the Merger Agreement) in the PCT Merger, (xi) in the case of Xxxx Xxxxxxx, transfers in the aggregate of up to the number of shares of Common Stock that were received in exchange for 75,000 Class A Units (as defined in the Merger Agreement) in the PCT Merger; (xii) Lock-Up Shares that were received in the PCT Merger in exchange for the Company LLC Interests (as defined in the Merger Agreement) issued in connection pursuant to the Pre-Pipe Financing (as defined in the Merger Agreement) and (xiii) transfers by Innventure, LLC to its member Innventure1, LLC and further transfers by Innventure1, LLC to its members; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v) and clauses (x), (xi) and (xiii), it will shall be a condition to any such transfer that (Ai) the transferee or donee agrees to be bound by the terms of this Agreement (including including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if such person were a party hereto hereto; and (Bii) each party (donor, donee, transferor or transferee) will shall not be required by Law law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and will shall agree to not to voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Up Period, other than ordinary course beneficial ownership filings as required by Law or listing requirements. In the case of any Specified Investor that is an entity, the Transfers permitted by this Section 1.3 will also apply to the person or entity that is the ultimate beneficial owner of all or a portion of the equity interests therein and therefore any such Transfers will be deemed permitted pursuant to this Section 1.3.

Lock-Up Exceptions. Notwithstanding anything else to the contrary in this Agreement, subject to the conditions below, each Specified Company Investor may Transfer its Transaction Common Shares during the applicable shares of Lock-up Period Common Stock in connection with (i) transfers or distributions to such Specified Company Investor’s direct or indirect Affiliates affiliates (within the meaning of Rule 405 under the Securities Act of 1933) or to the estates of any of the foregoing; (ii) transfers by bona fide gift to a member of such Specified Company Investor’s immediate family or to a trust, the beneficiary of which is such Specified Company Investor or members a member of such Specified Company Investor’s immediate family for estate planning purposes; (iii) by virtue of the laws of descent and distribution upon death of such Specified Company Investor; (iv) pursuant to a qualified domestic relations order, (v) transfers to Parent’s or SponsorParentCo’s officers, directors or their Affiliatesaffiliates, (vi) pledges of Transaction shares of Lock-up Common Shares Stock as security or collateral in connection with a borrowing or the incurrence of any indebtedness by such Specified Company Investor (provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers), (vii) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Change in Control (as defined in the Merger Agreement) (provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, Transaction the shares of Lock-up Common Shares Stock subject to this Agreement will shall remain subject to this Agreement), (viii) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the U.S. Exchange Act (provided, however, that such plan does not provide for the transfer of Transaction the shares of Lock-up Common Shares Stock during the Lock-up Up Period), . (ix) transfers to satisfy tax withholding obligations in connection with the exercise of rights options to purchase shares of Common Shares Stock or the vesting of stock-based awards, (x) in the case of Innventure LLC, transfers to Silver Leaf Capital Partners, LLC, Pickwick Capital Partners, LLC and Innventus Fund I, L.P. (or transfers to Innventure1, LLC for further transfer by Innventure1, LLC to such parties) pursuant to purchase option or similar agreements of up to an aggregate of the number of shares of Common Stock that would have been received in exchange for 16,628 Class B-1 Units (as defined in the Merger Agreement) in the PCT Merger, (xi) in the case of Rxxx Xxxxxxx, transfers in the aggregate of up to the number of shares of Common Stock that were received in exchange for 75,000 Class A Units (as defined in the Merger Agreement) in the PCT Merger; (xii) Lock-Up Shares that were received in the PCT Merger in exchange for the Company LLC Interests (as defined in the Merger Agreement) issued in connection pursuant to the Pre-Pipe Financing (as defined in the Merger Agreement) and (xiii) transfers by Innventure, LLC to its member Innventure1, LLC and further transfers by Innventure1, LLC to its members; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (v) and clauses (x), (xi) and (xiii), it will shall be a condition to any such transfer that (Ai) the transferee or donee agrees to be bound by the terms of this Agreement (including including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if such person were a party hereto hereto; and (Bii) each party (donor, donee, transferor or transferee) will shall not be required by Law law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and will shall agree to not to voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-up Up Period, other than ordinary course beneficial ownership filings as required by Law or listing requirements. In the case of any Specified Investor that is an entity, the Transfers permitted by this Section 1.3 will also apply to the person or entity that is the ultimate beneficial owner of all or a portion of the equity interests therein and therefore any such Transfers will be deemed permitted pursuant to this Section 1.3.