Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ai) with respect to fifty percent (50%) of the Restricted Securities, (x) the one (1) year 1)-year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which the closing last sale price of Pubco Ordinary Shares on the Purchaser Common Stock has equaled principal securities exchange or exceeded securities market on which such security is then traded equals or exceeds $12.00 12.50 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one eighty (180) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Pubco consummates a third-party tender offer, stock sale, liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in SPAC for cash, securities or other propertyproperty (a “Subsequent Transaction”), and (ii) with respect to the remaining fifty percent (50%) of the Restricted Securities, (x) the one (1)-year anniversary of the date of the Closing and (y) the date after the Closing on which Pubco consummates a Subsequent Transaction: (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iiiC) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser union or pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchasera domestic relations order; provided, however, that in any the of cases of clauses (I), (II), (III) or (IV) aboveIII), it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder The Subject Party hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of after the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock Restricted Securities for cash, securities securities, or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to Notwithstanding the transfer foregoing, if the last sale price of the Domesticated Acquiror Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any or all 20 trading days within any 30-day trading period commencing at least 150 days after the completion of the Mergers, the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon be released from the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “lock-up.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of six-months after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser CEO Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities during the Lock-Up Period except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year six month anniversary of the date of the Closing, (By) if the first date subsequent to the Closing with respect to which the closing reported last sale price of the Purchaser Common Stock has equaled Company Class A Ordinary Shares equals or exceeded exceeds US $12.00 per share (as adjusted for stock share splits, stock share dividends, right issuances, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred and fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares common stock of Purchaser Common Stock the Company for cash, securities or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on until the earlier of (A) the earlier of (x) one (1) year anniversary after the Closing of the date of transactions contemplated by the Closing, Share Exchange Agreement and (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Union’s Ordinary Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 one hundred and fifty (150) days after the Closing or of the transactions contemplated by the Share Exchange Agreement and (CB) the date on which that the Purchaser completes combined company consummates a subsequent liquidation, merger, capital merger stock exchange, reorganization exchange or other similar transaction that which results in all of the Purchaser’s stockholders shareholders having the right to exchange their ordinary shares of Purchaser Common Stock for cash, securities or other property: properties (collectively, the “Lock-Up Period”) (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (Iother than Escrow Shares if and until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (A) if Holder is an individual, by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee or (as defined below)C) if Holder is an individual, (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that (x) the transferee executes and delivers to the Purchaser Union and the Purchaser Pre-Closing Union Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this AgreementAgreement and (y) such transfer shall not reduce Holder’s ownership of Union Ordinary Shares to an amount that is below fifty one percent (51%) of the then outstanding Union Ordinary Shares. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, (A) with respect to Restricted Securities other than the Earnout Shares, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one hundred eighty (1180) year anniversary of days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: property and (B) with respect to the Earnout Shares, during the period commencing from the date the Earnout Shares are issued to the Holder and ending one hundred eighty (180) days after such date (each such period, a “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer or other disposition of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by charitable contribution, will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser establishment of a trading plan pursuant to any contractual arrangement in effect on Rule 10b5-1 under the date of this Agreement that provides Exchange Act for the repurchase transfer of shares Restricted Securities; provided, that such plan does not provide for the transfer of Purchaser Common Stock in connection with Restricted Securities during the termination of the undersigned’s employment with or service to the Purchaserapplicable Lock-Up Period; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) one hundred eighty (180) days after the one (1) year anniversary Closing; provided, however, that in the event that Purchaser delays investment of the Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date of as the deficiency is resolved and (y) subsequent to the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes NewCo consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserNewCo’s stockholders shareholders having the right to exchange their shares of Purchaser NewCo Common Stock Shares for cash, securities or other property: property (a “Subsequent Transaction”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement NewCo in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative NewCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Company Securities Holder hereby agrees not to, without the prior written consent of Company, during the period commencing as of the date of the Effective Time (as defined in the Merger Agreement) or when such Restricted Securities are otherwise issued or issuable to the Company Securities Holders in connection with the Business Combination Transaction (as defined in the Merger Agreement) and ending ___ days after such date the Restricted Shares were held by the Company Securities Holders (such period, the “Lock-Up Period”) commencing ” which may be extended from time to time by the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: Company): (i) lend, offer, pledge, hypothecate, encumberoffer to sell, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesSecurities owned by Company Securities Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities owned by Company Securities Holder, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Company Securities Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxCompany Securities Holder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) by operation of law, pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (VIV) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with hypothecation or service to the Purchaserpledge securing a loan; provided, however, that and in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Company Securities Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of Purchaser, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of 180 days after the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization reorganization, tender offer, or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumberoffer to sell, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities owned by Holder, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) by operation of law, pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (VIV) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock hypothecation or pledge securing a loan, or (V) in connection with Purchaser’s consummation of a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction that results in all of Purchaser’s stockholders having the termination of the undersigned’s employment with right to exchange their equity holdings in Purchaser for cash, securities or service to the Purchaserother property; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) December 31, 2029, (y) the one (1) year anniversary of date after the date of the ClosingDecember 31, (B) the first date subsequent to the Closing with respect to 2024 on which the closing price of the Purchaser Company Common Stock has equaled Shares equals or exceeded exceeds $12.00 18.00 per share (as adjusted for stock share splits, stock share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days following December 31, 2024, and (z) the date after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Company for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement or the organizational documents of the Company, as amended, (V) required by virtue of the laws of the State of Nevada or (VI) beginning on January 1, 2025, pursuant to the Purchaser sale of the Restricted Securities owned by Holder as of the Closing (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like, as well as any transfers pursuant to any contractual arrangement in effect on the date Clauses (I), (II), and (III)) at a price of this Agreement $10.50 or greater; provided, that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination Holder can sell up to 20% of the undersigned’s employment with Restricted Securities at any price in each of 2028 and 2029; provided further that Holder can sell at a price equal to or service to greater than $18.00 at any point 180 days after the PurchaserClosing; provided, however, that in any of the cases of clauses (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year six month anniversary of the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: , and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”)) provided that ⅓ of such Restricted Securities shall be released from such restrictions if the closing stock price of the Purchaser common stock reaches each of $13.00, $15.00, and $17.00. The foregoing sentence restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (i), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, and (B) the first date subsequent to after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property (a “Subsequent Transaction”), and (ii), with respect to which the closing price remaining fifty percent (50%) of the Purchaser Common Stock has equaled or exceeded $12.00 per share Restricted Securities, ending on the earliest of (as adjusted for stock splitsA) the one (1) year anniversary of the date of the Closing, stock dividends, reorganizations, recapitalizations and (B) the like) for any 20 trading days within any 30-trading day period commencing at least 150 days date after the Closing or on which the Company consummates a Subsequent Transaction and (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all closing sale price of the Purchaser’s stockholders having OAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: Closing (ithe “Lock-Up Period”): (x) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iiiz) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (ix), (iiy) or (iiiz) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (ix), (iiy) or (iiiz), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below)Transferee, (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (VIV) transfers, sales, tenders or other dispositions of Restricted Securities to the Purchaser a bona fide third party pursuant to a tender offer or any contractual arrangement in effect on merger, liquidation, consolidation or other business combination (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the date undersigned may agree to transfer, sell, tender or otherwise dispose of this Agreement that provides for the repurchase of shares of Purchaser Common Stock Restricted Securities in connection with any such transaction, or vote any Restricted Securities in favor of any such transaction); provided that all Restricted Securities subject to this agreement that are not so transferred, sold, tendered or otherwise disposed of remain subject to this agreement; and provided, further, that it shall be a condition of transfer, sale, tender or other disposition that if such tender offer or other transaction is not completed, any Restricted Securities subject to this agreement shall remain subject to the termination restrictions herein, or (V) transfers with the prior written consent of the undersigned’s employment with or service to Company and the PurchaserOAC Representative; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Company and the Purchaser OAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earlier of (Ax) one (1) year after the date of the Closing, and (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which Pubco consummates a Subsequent Transaction and (z) the date on which the closing sale price of the Purchaser Pubco Common Stock has equaled equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after (the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one six (16) year month anniversary of the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement Pubco in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (i), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, and (B) the first date subsequent to after the Closing on which the Company consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Company’s shareholders having the right to exchange their equity holdings in the Company for cash, securities or other property (a “Subsequent Transaction”), and (ii), with respect to which the closing price remaining fifty percent (50%) of the Purchaser Common Stock has equaled or exceeded $12.00 per share Restricted Securities, ending on the earliest of (as adjusted for stock splitsA) the one (1) year anniversary of the date of the Closing, stock dividends, reorganizations, recapitalizations and (B) the like) for any 20 trading days within any 30-trading day period commencing at least 150 days date after the Closing or on which the Company consummates a Subsequent Transaction and (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all closing sale price of the Purchaser’s stockholders having OAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: Closing (ithe “Lock-Up Period”): (x) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iiiz) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (ix), (iiy) or (iiiz) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (ix), (iiy) or (iiiz), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Company and the Purchaser OAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other propertyproperty (the “Lock-Up Period”),: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (A) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee or (as defined below), (IVC) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of New Starship, during the period (from the “Lock-Up Period”) commencing from date of the Closing and ending on the earlier of (Ax) the one (1) year anniversary of date that is 180 days following the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes New Starship consummates a liquidation, merger, capital stock share exchange, reorganization reorganization, tender offer or other similar transaction that results in all of the PurchaserNew Starship’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in New Starship for cash, securities or other property: property (the “Lock-Up Period”): (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities owned by Holder, or (iii) publicly disclose the announce any intention to do effect any of the foregoing, whether any such transaction described specified in clauses clause (i), ) or (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”); provided, that any pledge, hypothecation or other grant of a security interest in Restricted Securities to one or more lending institutions as collateral or security for or in connection with any margin loan, or other loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof and any transfers of such Restricted Securities upon foreclosure, shall not be deemed a Prohibited Transfer, so long as such lending institutions agree in writing to be bound by the restrictions set forth in this Agreement as Permitted Transferees. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) by operation of law or pursuant to a court order order, such as a qualified domestic relations order, divorce decree or separation agreement, (IV) to New Starship (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any Converted Options (provided that any shares of New Starship Common Stock received by Holder upon any such exercise will be subject to the terms of this Agreement) or (2) for purposes of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any Converted Options or settlement agreement of any Converted RSUs, in each case on a “cashless”, “net exercise” or other domestic order related “net settlement” basis (provided that any shares of New Starship Common Stock received by Holder upon any such exercise or settlement will be subject to the distribution terms of assets this Agreement) or (V) in connection with New Starship’s consummation of a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of New Starship’s stockholders having the dissolution of marriage right to exchange their equity holdings in New Starship for cash, securities or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaserother property; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser New Starship and the Purchaser Representative Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one hundred and eighty (1180) year anniversary of days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on (A) with respect to fifty percent (50%) of the Restricted Securities (excluding any Escrow Shares), the earlier of (Ax) six (6) months after the date of the Closing and (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Transaction”), and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities (including all Escrow Shares), the earliest of (x) one (1) year anniversary of after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing last sale price of the Purchaser Pubco Common Stock has equaled Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred and fifty (150) days after the Closing or and (Cz) the date after the Closing on which Pubco consummates a Subsequent Transaction (the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than the Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement, Holder’s Exchange Agreement and the Escrow Agreement) (I) by bona fide gift, including to charitable or educational institutions, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (III) to any Permitted Transferee (as defined below)Transferee, (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (V) solely with respect to a transfer of all of the Purchaser Restricted Securities owned by Holder (other than the Escrow Shares as described above) at such time in one transaction or a series of related transactions, pursuant to private block transfers to any contractual arrangement in effect on the date person or entity or group of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with persons or service to the Purchaserentities; provided, however, that in any of cases (I), (II), (III), (IV) or (IVV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Company Ordinary Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of Purchaser Common Stock Company Ordinary Shares for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date Closing Date, (y) commencing after the three (3) month anniversary of the Closing, (B) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Common Stock has equaled Pubco Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing, and (z) the date after the Closing or (C) the date on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock Pubco Ordinary Shares for cash, securities or other property: property (a “Subsequent Transaction”) and (B) and with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the date that is six (6) months after the date of the Closing, and (y) a Subsequent Transaction (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement Pubco in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (x) with respect to (A) one-third (1/3rd) of each type of Restricted Security, the one (1) year anniversary of the date of the Closing, (B) an additional one-third (1/3rd) of each type of Restricted Security, the first date subsequent to two (2) year anniversary of the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the remaining one-third (1/3rd) of each type of Restricted Security, the three (3) year anniversary of the Closing, and (y) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one hundred and eighty (1180) year anniversary of days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: , and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least ninety (90) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below)Transferee, (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) commencing ninety (90) days after the Closing, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with block trades or service to the Purchaserprivately negotiated transactions; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not tothat, during the period (the “Lock-Up Period”) commencing from on the Closing Date and ending on the earlier earliest of (AI) the one date that is six (16) year anniversary of months after the date of Closing Date and (II) subsequent to the Closing, (BX) the first date subsequent to the Closing with respect to on which the closing last sale price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-30 trading day period commencing at least 150 days after the Closing or (CY) the date on which the Purchaser Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserAcquiror’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, Holder will not: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) if the first date subsequent Insider Letter is amended following the Insider Letter Agreement Approval prior to the Closing with respect to which Closing, six (6) months after the closing price date of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splitsClosing, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one six (16) year anniversary of the date of months after the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splitsClosing, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes NewCo consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserNewCo’s stockholders shareholders having the right to exchange their shares of Purchaser NewCo Common Stock Shares for cash, securities or other property: property (a “Subsequent Transaction”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement NewCo in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative NewCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (CB) the date on which the Purchaser Buyer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of Purchaser Buyer Class A Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser Buyer pursuant to any contractual arrangement in effect on the date of this Agreement Effective Date that provides for the repurchase of shares of Purchaser Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to Buyer or (vi) if Xxxxxx’s employment with Credova Financial under the PurchaserEmployment Agreement is terminated without Cause (as defined therein) or if the Holder resigns for Good Reason (as defined therein); provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one date that is six (16) year anniversary of months after the Closing Date, (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, stock exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the Closingright to exchange their equity holdings in Purchaser for cash, securities or other property and (Bz) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Class A Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to (x) the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder, if the Holder is a corporation, partnership, limited liability company or other business entity, to another corporation, partnership, limited liability company or other business entity so long as the transferee controls, is controlled by or is under common control with the Holder and such transfer is not for value or (y) the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (IIIx) or (IVy) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, to during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to (A) the date on which the closing price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any 30-trading day period commencing at least 150 one hundred eighty (180) days after the Closing or (CB) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: property (each such period, a “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer or other disposition of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by charitable contribution, will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser establishment of a trading plan pursuant to any contractual arrangement in effect on Rule 10b5-1 under the date of this Agreement that provides Exchange Act for the repurchase transfer of shares Restricted Securities; provided, that such plan does not provide for the transfer of Purchaser Common Stock in connection with Restricted Securities during the termination of the undersigned’s employment with or service to the Purchaserapplicable Lock-Up Period; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which the closing last sale price of Pubco Ordinary Shares on the Purchaser Common Stock has equaled principal securities exchange or exceeded securities market on which such security is then traded equals or exceeds $12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred and fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Pubco or its shareholders consummate a third-party tender offer, stock, sale, liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all holders of the Purchaser’s stockholders at least a majority of Pubco Ordinary Shares having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: ; (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to Pubco in accordance with the requirements of the Business Combination Agreement, or (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination required by virtue of the undersigned’s employment with or service to the Purchaserlaws of Republic of Singapore; provided, however, that in any the of cases of clauses (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date of the Closing, (By) the first date subsequent to after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to (x) the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder, if the Holder is a corporation, partnership, limited liability company or other business entity, to another corporation, partnership, limited liability company or other business entity so long as the transferee controls, is controlled by or is under common control with the Holder and such transfer is not for value or (y) the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (IIIx) or (IVy) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) that commencing from the Closing and ending on Closing, (x) with respect to 50% of its Restricted Securities, until the earlier of (Ai) twelve (12) months after the Closing and (ii) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or six (C6) month anniversary of the Closing; and (y) with respect to the remaining 50% of their Restricted Securities, twelve (12) months after the date on which of the Purchaser completes consummation of the Closing, or earlier, in either case, if, subsequent to the Closing, Pubco consummates a subsequent liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that with an unaffiliated third party which results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock Ordinary Shares for cash, securities or other propertyproperty (such periods described in clauses (x) and (y), the “Lock-Up Periods”) it will not: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement Pubco in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, with respect to ninety percent (90%) of the Restricted Securities, during the period (the “Lock-Up Period”) commencing from on the Closing Date and ending on the earlier earliest of (Ai) the one date that is three (13) year anniversary of years after the Closing Date, (ii) the date of the Closing, (B) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Company Ordinary Shares equals or exceeded exceeds $12.00 10.00 per share (as adjusted for stock splitsany shares derived from sub-division, stock dividendsconsolidation, dividends in specie, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days period, or (iii) the date after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock Company Ordinary Shares for cash, securities or other property, conditionally or unconditionally: (i) lend, offer, pledge, hypothecate, mortgage, charge, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date of the Closing, (By) the first date subsequent to after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to (x) the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder, if the Holder is a corporation, partnership, limited liability company or other business entity, to another corporation, partnership, limited liability company or other business entity so long as the transferee controls, is controlled by or is under common control with the Holder and such transfer is not for value or (y) the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (IIIx) or (IVy) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier earliest of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock share splits, stock share dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing, and (B), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing or (C) the date on which Purchaser consummates a Subsequent Transaction, (the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to such Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement), (A) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee or (as defined below), (IVC) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date of the ClosingClosing Date, (By) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Common Stock has equaled Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing, and (z) the date after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders ’ s shareholders having the right to exchange their shares of Purchaser Common Stock Ordinary Shares for cash, securities or other property: property (a “Subsequent Transaction”) and (B) and with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) six (6) months after the date of the Closing, and (y) a Subsequent Transaction (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, (A) with respect to Restricted Securities other than the Earnout Shares, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of six-months after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Pubco Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: property and (B) with respect to the Earnout Shares, during the period commencing from the date the Earnout Shares are issued to the Holder and ending six-months after such date (each such period, a “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer or other disposition of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by charitable contribution, will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser establishment of a trading plan pursuant to any contractual arrangement in effect on Rule 10b5-1 under the date of this Agreement that provides Exchange Act for the repurchase transfer of shares Restricted Securities; provided, that such plan does not provide for the transfer of Purchaser Common Stock in connection with Restricted Securities during the termination of the undersigned’s employment with or service to the Purchaserapplicable Lock-Up Period; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of 180 days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Parent consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Parent for cash, securities or other property: property (a “Change of Control”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing last sale price of the Purchaser Pubco Common Stock has equaled Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred and fifty (150) days after the Closing or and (Cz) the date after the Closing on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than the Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement, Holder’s Exchange Agreement and the Escrow Agreement) (I) by bona fide gift, including to charitable or educational institutions, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (III) to any Permitted Transferee (as defined below), or (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of Purchaser the Company’s Class A Common Stock for cash, securities or other property, or (C) an Optional Conversion Date (as defined in the Note) with respect to Shares issuable upon such Optional Conversion: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to the Purchaser Company pursuant to any contractual arrangement in effect on the date of this Agreement Effective Date that provides for the repurchase of shares of Purchaser Common Stock the Company’s Class A common stock in connection with the termination of the undersigned’s employment with or service to the PurchaserCompany; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of Acquiror in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one six (16) year month anniversary of the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Acquiror consummates a liquidation, merger, capital stock share exchange, reorganization reorganization, tender offer or other similar transaction that results in all of the PurchaserAcquiror’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Acquiror for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities owned by Holder, or (iii) publicly disclose the announce any intention to do effect any of the foregoing, whether any such transaction described specified in clauses clause (i), ) or (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) by operation of law or pursuant to a court order order, such as a qualified domestic relations order, divorce decree or settlement separation agreement or other domestic order related to the distribution of assets (IV) in connection with Acquiror’s consummation of a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of Acquiror’s stockholders having the dissolution of marriage right to exchange their equity holdings in Acquiror for cash, securities or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaserother property; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Acquiror and the Purchaser Representative Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earlier of (Ax) one (1) year after the date of the Closing, and (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which Pubco consummates a Subsequent Transaction and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled Pubco Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after (the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (provided, however, that for the avoidance of doubt, the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company or Pubco) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than its rights to the Holdback Shares until such Holdback Shares are issued to Holder in accordance with the terms and conditions of the Business Combination Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year six month anniversary of the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”); provided that ⅓ of such Restricted Securities shall be released from such restrictions if the closing stock price of the Purchaser common stock reaches each of $13.00, $15.00, and $17.00. The foregoing sentence restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of six-months after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Each Holder hereby agrees not to, during the period commencing on the Closing Date (as defined in the BCA) and through the earlier of (x) the one hundred and eightieth (180th) day anniversary of the Closing Date and (y) the date after the Closing Date on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (“Change in Control Transaction”) (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: ): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly of any Common Stock (other than (x) any securities convertible or indirectly, exercisable into Common Stock or (y) any Common Stock issuable upon the conversion or exercise of the securities described in clause (x)) (the “Restricted Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoingforegoing (other than the filing of a registration statement with the Commission which contemplates such a transaction), whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply apply: (a) to the transfer of any or all of the Restricted Securities owned by Xxxxxx a Holder by a bona fide gift or charitable contribution; (Ib) to the transfer of any or all of the Restricted Securities owned by gift, (II) a Holder by will or other testamentary document or intestate succession upon the death of Xxxxxx, such Holder; (IIIc) to the transfer of any or all of the Restricted Securities owned by a Holder to any Permitted Transferee Transferee; (as defined below), (IVd) to the transfer of any or all of the Restricted Securities owned by a Holder pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, ; (Ve) to the Purchaser pursuant pledge of the Restricted Securities owned by a Holder to a nationally recognized financial institution to secure a bona fide debt financing and any contractual arrangement foreclosure by such financial institution or transfer to such financial institution in effect on lieu of foreclosure; (f) to the date transfer of this Agreement that provides for any or all of the repurchase of shares of Purchaser Common Stock Restricted Securities owned by a Holder to Pubco in connection with the repurchase by Pubco from the undersigned of any Restricted Securities pursuant to a repurchase right arising upon the termination of the undersigned’s employment with or service with Pubco; provided, that such repurchase right is pursuant to contractual agreements with Pubco; (g) to the Purchaserestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock; provided, that such plan does not provide for the transfer of Common Stock during the Lock-Up Period; or (h) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change in Control Transaction that is approved by Pubco’s board of directors; provided, however, that in any of cases (Ia), (IIb), (IIIc), (d) or (IV) abovee), it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement Section 11 applicable to such Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this AgreementSection 11; and provided further, that in any of the of cases (a), (b) or (c) such transfer or distribution shall not involve a disposition for value. As used Each Holder further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, (i) the provisions of this Section 11(a) shall not apply to shares of Common Stock held by a Holder resulting from purchases in open market transactions prior to and after the date of this Agreement, (ii) with respect to the term “GPM Minority Investors (as defined in the BCA) and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Restricted Securities issued to such GPM Minority Investor as consideration for the consummation of the transactions contemplated by the GPM EPA (as defined in the BCA), and (iii) with respect to the MSD Entities and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Common Stock issued to such MSD Entities upon conversion of the Company’s Series A convertible preferred stock, par value $0.0001 per share.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser Buyer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of Purchaser Buyer Class A Common Stock for cash, securities or other property, or (C) an Optional Conversion Date (as defined in the Replacement Note) with respect to shares of Buyer Class A Common Stock issuable upon such Optional Conversion: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to the Purchaser Buyer pursuant to any contractual arrangement in effect on the date of this Agreement Effective Date that provides for the repurchase of shares of Purchaser Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to the PurchaserBuyer; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one fifteen (115) year month anniversary of the date of the Closing, and (By) the first date subsequent to after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with respect an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled Pubco Ordinary Shares equals or exceeded exceeds $12.00 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) consecutive trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other propertyperiod: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement Pubco in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period commencing from: (1) for Restricted Securities issued to Holder on the 2021 Milestone Payment Date, the 2021 Milestone Payment Date; (2) for Restricted Securities issued to Holder on the 2022 Milestone Payment Date, the 2022 Milestone Payment Date; and (3) for Restricted Securities issued to Holder on the 2023 Milestone Payment Date, the 2023 Milestone Payment Date, and ending on the six (6) months anniversary of the 2021 Milestone Payment Date, the 2022 Milestone Payment Date or the 2023 Milestone Payment Date, as applicable (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: ): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee or (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earlier earliest of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock share splits, stock share dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing, and (B), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing or (C) the date on which Purchaser consummates a Subsequent Transaction, (the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (Iother than Escrow Shares and the Earnout Shares until such Escrow Shares and Earnout Shares are disbursed to such Holder from the Escrow Accounts in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement(s)), (A) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee or (as defined below), (IVC) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder Seller hereby agrees not to, during the period commencing from the Closing and ending on the six month anniversary of the Closing (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of ): (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (ia) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesBuyer Stock, (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Buyer Stock, or (iiic) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (iia) or (iiib) above is to be settled by delivery of Restricted Securities Buyer Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (ia), (ii) b), or (iiic), a “Prohibited Transfer”). The foregoing sentence Notwithstanding the foregoing, “Prohibited Transfer” shall not apply include (i) transfers of Buyer Stock to Seller’s Affiliates, (ii) transfers of Buyer Stock by virtue of the transfer laws of the jurisdiction of Seller’s organization and in accordance with Seller’s organizational documents upon dissolution of Seller, (iii) transfers of Buyer Stock as a gift or gifts, (iv) transfers of Buyer Stock in the event of Buyer’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in the equityholders of Buyer having the right to exchange their equity interests of Buyer for cash, securities or other property or (v) the execution of any or all trading plan providing for the sale of Buyer Stock after the end of the Restricted Securities owned by Xxxxxx Lock-Up Period which meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, that in the case of clauses (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined belowi), (IVii) pursuant and (iii), that any transferee thereof agrees in writing to a court order or settlement agreement or other domestic order related be bound by the terms of this Section 6.19. Seller further agrees to execute such agreements as may be reasonably requested by Buyer that are necessary to give effect to the distribution of assets in connection with the dissolution of marriage foregoing provisions. If any Prohibited Transfer is made or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported Prohibited Transfer shall be null and void ab initio, and there Buyer shall be no further refuse to recognize any such purported transferee of the Buyer Stock as one of its equity holders for any purpose. In order to enforce this Section 6.19, Buyer may impose stop-transfer instructions with respect to the Buyer Stock of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, Seller until the term “end of the Lock-Up Period.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one six (16) year anniversary months of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Company Ordinary Shares equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock share splits, stock share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days following the Closing, and (z) the date after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Company for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement, or (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination required by virtue of the undersigned’s employment with or service to laws of the PurchaserCayman Islands; provided, however, that in any of the cases of clauses (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Each Holder hereby agrees not to, during the period commencing on the Closing Date (as defined in the BCA) and through the earlier of (x) the one hundred and eightieth (180th) day anniversary of the Closing Date and (y) the date after the Closing Date on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Pubco’s stockholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (“Change in Control Transaction”) (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: ): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly of any Common Stock (other than (x) any securities convertible or indirectly, exercisable into Common Stock or (y) any Common Stock issuable upon the conversion or exercise of the securities described in clause (x)) (the “Restricted Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoingforegoing (other than the filing of a registration statement with the Commission which contemplates such a transaction), whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply apply: (a) to the transfer of any or all of the Restricted Securities owned by Xxxxxx a Holder by a bona fide gift or charitable contribution; (Ib) to the transfer of any or all of the Restricted Securities owned by gift, (II) a Holder by will or other testamentary document or intestate succession upon the death of Xxxxxx, such Holder; (IIIc) to the transfer of any or all of the Restricted Securities owned by a Holder to any Permitted Transferee Transferee; (as defined below), (IVd) to the transfer of any or all of the Restricted Securities owned by a Holder pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, ; (Ve) to the Purchaser pursuant pledge of the Restricted Securities owned by a Holder to a nationally recognized financial institution to secure a bona fide debt financing and any contractual arrangement foreclosure by such financial institution or transfer to such financial institution in effect on lieu of foreclosure; (f) to the date transfer of this Agreement that provides for any or all of the repurchase of shares of Purchaser Common Stock Restricted Securities owned by a Holder to Pubco in connection with the repurchase by Pubco from the undersigned of any Restricted Securities pursuant to a repurchase right arising upon the termination of the undersigned’s employment with or service with Pubco; provided, that such repurchase right is pursuant to contractual agreements with Pubco; (g) to the Purchaserestablishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock; provided, that such plan does not provide for the transfer of Common Stock during the Lock-Up Period; or (h) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change in Control Transaction that is approved by Pubco’s board of directors; provided, however, that in any of cases (Ia), (IIb), (IIIc), (d) or (IV) abovee), it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement Section 11 applicable to such Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this AgreementSection 11; and provided further, that in any of the of cases (a), (b) or (c) such transfer or distribution shall not involve a disposition for value. As used Each Holder further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, (i) the provisions of this Section 11(a) shall not apply to shares of Common Stock held by a Holder resulting from purchases in open market transactions prior to and after the date of this Agreement, (ii) with respect to the term “GPM Minority Investors (as defined in the BCA) and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Restricted Securities issued to such GPM Minority Investor as consideration for the consummation of the transactions contemplated by the GPM EPA (as defined in the BCA), and (iii) with respect to the [MSD Entities] and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Common Stock issued to such [MSD Entities] upon conversion of the Company’s Series A convertible preferred stock, par value $0.0001 per share.

Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing Effective Date and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price consummation of the Purchaser Common Stock has equaled or exceeded $12.00 per share transactions contemplated by the Share Exchange Agreement (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations the “Closing”) and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (Cy) the date on which the Purchaser completes Buyer consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction following the Closing with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Buyer for cash, securities or other property: property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities shares of Buyer Common Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”); provided, that after the six (6) month anniversary of the Closing, each Restricted Holder may enter into and consummate any transaction described in clauses (i) through (iii) above for up to a total number of shares of Buyer Common Stock in any day equal to ten percent (10%) of the average daily volume of the shares of Buyer Common Stock during the prior week. The foregoing sentence shall not apply to Notwithstanding the foregoing, a transfer of any or all of the Restricted Securities Shares owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death a Restricted Holder to an Affiliate of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it such Restricted Holder shall not be a condition to Prohibited Transfer, provided that such transfer that the transferee Affiliate executes and delivers to the Purchaser Buyer and the Purchaser Representative Company an agreement stating that the transferee such Affiliate is receiving and holding the such Restricted Securities Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Shares except in accordance with this Agreement. As used in this AgreementIn addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the term “registration of any Restricted Shares or any other shares of Buyer Common Stock or any security convertible into or exercisable or exchangeable for shares of Buyer Common Stock. Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by Buyer that are consistent the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of 180 days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iiiii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than any Earnout Shares, until such Earnout Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) relating to shares of capital stock acquired in open market transactions after the Closing, (V) to the Purchaser Company pursuant to the exercise (on a cashless or net exercise basis) of any contractual arrangement in effect on option to purchase capital stock of the date of this Agreement that provides Company, or (VI) for the repurchase purpose of shares satisfying withholding taxes due upon the exercise, settlement or lapse of Purchaser Common Stock in connection with the termination restrictions of the undersigned’s employment with an equity award (such as through a “cashless,” “net exercise” or service to the Purchaser“net settlement” procedure); provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Holder from entering into a trading plan under SEC Rule 10b5-1, provided that no transfers under such plan will be made during the Lock-Up Period. For the avoidance of doubt, nothing in this Agreement shall prohibit the acquisition by, or delivery or issuance to, Holder of shares of Purchaser Common Stock pursuant to the grant, settlement or exercise of an equity award, it being understood that any such shares shall, to the extent they constitute Restricted Securities, be subject to the restrictions of this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Subject to Section 1(b) hereof, Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of 180 days after the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Parent consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Parent for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion (collectively, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser“Permitted Transfers”); provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Each Restricted Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing Effective Date and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, Effective Date and (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (Cy) the date on which the Purchaser completes Buyer consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction following the Effective Date with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Buyer for cash, securities or other property: property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities shares of Buyer Common Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”); provided, that after the six (6) month anniversary of the Effective Date, each Restricted Holder may enter into and consummate any transaction described in clauses (i) through (iii) above for up to a total number of shares of Buyer Common Stock in any day equal to ten percent (10%) of the average daily volume of the shares of Buyer Common Stock during the prior week. The foregoing sentence shall not apply to Notwithstanding the foregoing, a transfer of any or all of the Restricted Securities Shares owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death a Restricted Holder to an Affiliate of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it such Restricted Holder shall not be a condition to Prohibited Transfer, provided that such transfer that the transferee Affiliate executes and delivers to the Purchaser and the Purchaser Representative Buyer an agreement stating that the transferee such Affiliate is receiving and holding the such Restricted Securities Shares subject to the provisions of this Agreement applicable to HolderAgreement, and there shall be no further transfer of such Restricted Securities Shares except in accordance with this Agreement. As used in this AgreementIn addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the term “registration of any Restricted Shares or any other shares of Buyer Common Stock or any security convertible into or exercisable or exchangeable for shares of Buyer Common Stock. Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by Buyer that are consistent the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from on the date of the Closing and ending on the earlier of (Ax) the one (1) year anniversary of date that is 180 days after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled Company Ordinary Shares equals or exceeded exceeds $12.00 14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days period, and (z) the date after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of Purchaser Common Stock Company Ordinary Shares for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, [(VIV) up to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination 5% of the undersigned’s employment with or service to the Purchaserotherwise Restricted Securities held by Holder]1; provided, however, that in any of cases (I), (II), ) (other than clauses (G) or (I) of the definition of “Permitted Transferee”) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. [For the avoidance of doubt, any securities described in clause (IV) above shall not be deemed to be Restricted Securities and shall not be subject to the provisions of this Agreement and the provisions of the immediately preceding proviso shall not apply to a transfer pursuant to clause (IV) above.]2 As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing last sale price of the Purchaser Parent Class A Common Stock has equaled (or exceeded any successor publicly traded common equity security) equals or exceeds $12.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Parent consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Parent for cash, securities or other property: property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (IA) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee (as defined below)Transferee, (IVC) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VD) to the Purchaser pursuant to any contractual arrangement in effect on an underwritten public offering to which all of the date of parties to this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchasershall have consented; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that the transferee executes and delivers to Parent, the Purchaser Company and the Purchaser Parent Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (CB) the date on which the Purchaser Buyer completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of Purchaser Buyer Class A Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to the Purchaser Buyer pursuant to any contractual arrangement in effect on the date of this Agreement Effective Date that provides for the repurchase of shares of Purchaser Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to the PurchaserBuyer; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, Closing and (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of earliest of, (Ax) the one six (16) year month anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Common Stock has equaled Ordinary Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock share splits, stock share dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: property (ithe “Lock-Up Period”): (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (i) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIii) to any Permitted Transferee or (as defined below), (IViii) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (Ii), (II), (IIIii) or (IViii) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date of the Closing, (By) the first date subsequent to after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property, and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 seventy five (75) days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one six (16) year month anniversary of the date of the Closing, and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, union or (VIV) to the Purchaser pursuant to any contractual arrangement Pubco in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection accordance with the termination requirements of the undersigned’s employment with or service to the PurchaserBusiness Combination Agreement; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder Sponsor hereby agrees not to, during the period (the “Lock-Up Period”) commencing from on the Closing Date and ending on upon the earlier of (Ai) the one (1) year first anniversary of the date Closing Date, (ii) the date, following the 180th day after the Closing Date, on which the VWAP of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Class A Common Stock has equaled equals or exceeded exceeds $12.00 15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), (iii) for any 20 trading days within any 30-trading the date, following the 270th day period commencing at least 150 days after the Closing or (C) the date Date, on which the Purchaser completes VWAP of the Class A Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), or (iv) the Buyer’s completion of a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property: property (ithe “Lock-Up Period”), (x) lendsell, offer, pledge, hypothecate, encumber, donate, assign, offer to sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase, purchase or otherwise transfer dispose of or agree to dispose of, directly or indirectly, any Restricted Securitiesor establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder with respect to such security, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoingsuch security, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (z) publicly announce any of the foregoing described intention to effect any transaction specified in clauses clause (i), (iix) or (iii)y) (each, a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Sponsor (Ii) as a distribution to its partners, stockholders or members or (ii) if consented to in advance by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the PurchaserPost-Closing Buyer Board; provided, however, that in any the case of cases clause (Ii), (II), (III) or (IV) above, it shall the permitted transferee must enter into a written agreement agreeing to be a condition to such bound by these transfer that the transferee executes and delivers restrictions to the Purchaser extent and for the Purchaser Representative an agreement stating duration that such terms remain in effect at the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer time of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “transfer.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (x) with respect to (A) two-fifths (2/5th) of the one Lock-up Securities (1as defined below), the date six (6) year anniversary months following the Closing and (B) the remaining three-fifths (3/5th) of the Lock-up Securities, the date thirty-six (36) months following the date of the Closing, Closing and (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (Cy) the date on which the Purchaser completes Pubco will consummate a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property“Change-of-Control” transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase of a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Lock-up Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Lock-up Securities, whether any such transaction is to be settled by delivery of such Lock-up Securities, in cash or otherwise, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Lock-up Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer For purposes of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term number of PubCo Securities into which the Company Securities currently beneficially owned by the Holder will convert upon Closing as specified on the signature page hereto, together with any securities paid as dividends or distributions with respect to such securities, are referred to as the “Lock-up Securities.”

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of 180 days after the date of the Closing, Closing and (By) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of Purchaser Common Stock Company Ordinary Shares for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly announce or disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence restrictions detailed in sub-sections (i), (ii) and (iii) above shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or will, other testamentary document or intestate succession upon to the death legal representative, heir, beneficiary or a member of Xxxxxxthe immediate family of the of Holder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement or otherwise to any third party in accordance with the requirements of the Business Combination Agreement and with the Company’s consent, (V) required by virtue of the laws of the State of Israel, by the ISA and/or by the TASE, (VI) to the Purchaser Company pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase provisions of shares of Purchaser Common Stock in connection with the termination of the undersigned’s existing employment with agreements and equity grant documents, or service (VII) to the PurchaserCompany in satisfaction of any tax withholding obligation; provided, however, that in any of the cases of clauses (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Company and the Purchaser SPAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on continuing for the earlier of earliest of: (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Common Stock has equaled Company’s common stock equals or exceeded $12.00 exceeds Twelve U.S. Dollars (US$12.00) per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred and fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes Company consummates a transaction, including a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that (a “Subsequent Transaction”), which results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of Purchaser Common Stock Company common stock for cash, securities or other property: property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) ), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) ), or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder, (IA) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIB) to any Permitted Transferee or (as defined below), (IVC) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (IA), (II), (IIIB) or (IVC) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to after the Closing with respect to on which the closing last sale price of the Purchaser MEDS Common Stock has equaled on the principal securities exchange or exceeded securities market on which such security is then traded equals or exceeds $12.00 per share (as adjusted for stock share splits, stock dividendsshare capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes MEDS or its shareholders consummate a third-party tender offer, stock, sale, liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all holders of the Purchaser’s stockholders at least a majority of MEDS Common Stock having the right to exchange their shares of Purchaser Common Stock equity holdings in MEDS for cash, securities or other property: ; (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to MEDS in accordance with the requirements of the Merger Agreement, or (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination required by virtue of the undersigned’s employment with or service to the Purchaserlaws of Delaware; provided, however, that in any the of cases of clauses (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative MEDS an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier earliest of (Ax) the one (1) year anniversary of twelve-months after the date of the Closing, (By) the first date subsequent to after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with respect an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property and (z) the date on which the closing sale price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other propertyClosing: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that (unless the transferee is already bound by a lock-up agreement substantially similar to this Agreement) the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this AgreementAgreement . As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on on, (i) with respect to seventy five percent (75%) of the Restricted Securities, the earlier of (Ax) the one six (16)-month anniversary of the date of the Closing and (y) year the date after the Closing on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Sale”); and (ii) with respect to the remaining twenty five percent (25%) of the Restricted Securities, the earliest of (x) the six (6)-month anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of Pubco Ordinary Shares on the Purchaser Common Stock has equaled Nasdaq (or exceeded other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.00 6.875 per share (as equitably adjusted for stock splits, stock dividends, reorganizations, reorganizations and recapitalizations and after the likeClosing) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing or and (Cz) the date after the Closing on which the Purchaser Pubco completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other propertySubsequent Sale: (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (iiB) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “.

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of 365 days after the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days date after the Closing or (C) the date on which the Purchaser completes Pubco consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of Purchaser Common Stock equity holdings in Pubco for cash, securities or other property: property (a “Subsequent Transaction”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement, (IV) relating to shares of capital stock acquired in open market transactions after the Closing, (V) to the Company pursuant to the exercise (on a cashless or net exercise basis) of any option to purchase capital stock of the Company, (VI) for the purpose of satisfying withholding taxes due upon the exercise, settlement or lapse of restrictions of an equity award (such as through a “cashless,” “net exercise” or “net settlement” procedure) or (VII) pursuant to an agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Holder from entering into a trading plan under SEC Rule 10b5-1, provided that no transfers under such plan will be made during the Lock-Up Period. For the avoidance of doubt, nothing in this Agreement shall prohibit the acquisition by, or delivery or issuance to, Holder of shares of Pubco Common Stock pursuant to the grant, settlement or exercise of an equity award, it being understood that any such shares shall, to the extent they constitute Restricted Securities, be subject to the restrictions of this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earlier earliest of (Ax) the one six (16) year month anniversary of the date of the ClosingClosing Date, (By) the first date subsequent to the Closing with respect to on which the closing sale price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing, and (z) the date after the Closing or (C) the date on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the six (6) month anniversary of the Closing Date, and (y) a Subsequent Transaction (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHxxxxx, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from on the date of the Closing and ending on the earlier of (Ax) the one (1) year anniversary of date that is 180 days after the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled OceanTech Ordinary Shares equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred fifty (150) days following the Closing, and (z) the date after the Closing or (C) the date on which the Purchaser completes Company consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of Purchaser Common Stock OceanTech Ordinary Shares for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (IIIII) to any Permitted Transferee (as defined below), (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II) (other than clauses (G), (IIID) or (IVI) above, of the definition of “Permitted Transferee”) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ax) the one (1) year anniversary of the date of the Closing, (By) the first date subsequent to the Closing with respect to on which the closing price of the Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one-hundred fifty (150) days after the Closing or Closing, and (Cz) the date after the Closing on which the Purchaser completes consummates a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

Lock-Up Provisions. (a) Holder hereby agrees not to, without the prior written consent of Acquiror in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing and (B) subsequent to the Closing, (Bx) if the first date subsequent to the Closing with respect to which the closing last reported sale price of the Purchaser Acquiror Class A Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (Cy) the date on which the Purchaser completes Acquiror consummates a liquidation, merger, capital stock exchange, reorganization reorganization, or other similar transaction that results in all of the PurchaserAcquiror’s stockholders having the right to exchange their shares of Purchaser Acquiror Class A Common Stock for cash, securities or other property: (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoingowned by Holder, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by giftto Holder’s officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates, (II) in the case of an individual, by will gift to a member of such individual’s immediate family or other testamentary document to a trust, the beneficiary of which is a member of such individual’s immediate family, any current or intestate succession upon the death future affiliate of Xxxxxxsuch individual or to a charitable organization, (III) to any Permitted Transferee (as defined below)in the case of an individual, by virtue of laws of descent and distribution upon death of such individual, (IV) in the case of an individual, pursuant to a court order qualified domestic relations order, or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) in the event of Acquiror’s liquidation prior to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the PurchaserClosing (each, a “Permitted Transferee”); provided, however, that in any the case of cases clauses (I), (II), (III) or through (IV) above, it shall be a condition to such transfer that the transferee Permitted Transferee executes and delivers to the Purchaser Acquiror and the Purchaser Representative Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee Permitted Transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, Holder further agrees to execute such agreements as may be reasonably requested by Acquiror or the term “Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Holder hereby agrees not toa)The undersigned and its affiliates (which means any other person and/or entity directly or indirectly controlling or controlled by or under direct or indirect common control with the undersigned), during the period commencing from the First Closing Date until nine (9) months from the First Closing Date (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing), (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other propertyshall not: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to ​ ​ ​ purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesSecurities (as defined below) owned or to be owned by the undersigned and its affiliates, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise foregoing (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to (i) transactions relating to the transfer Equity Securities of any or all the Company acquired in open market transactions after the First Closing Date, (ii) transfers of the Restricted Securities owned by Xxxxxx (I) by giftas a bona fide gift or through will, (II) by will or other testamentary document or intestate succession upon the death intestacy, or by operation of Xxxxxxlaw, such as in connection with a divorce settlement, (IIIiii) distributions of the Restricted Securities to affiliates, subsidiaries, members, limited partners or stockholders of the undersigned or any investment fund or other entity controlling, controlled by, managing, or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), provided that in the case of any transfer or distribution pursuant to clause (ii) or (iii), each donee or distributee shall sign and deliver to the Company a lock-up consent letter substantially in the form of this Consent Letter, (iv) to any Permitted Transferee a nominee or custodian of the undersigned or of a person or entity to whom a disposition or transfer would be permissible under clauses (as defined belowi) through (iii), (IVv) the establishment of any contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (“Rule 10b5-1 Plan”) for the transfer of the Restricted Securities, provided that such Rule 10b5-1 Plan does not provide for the transfer of the Restricted Securities during the Lock-up Period, (vi) transfer of the Restricted Securities to any trust for the direct or indirect benefit of the undersigned, or any entity 100% beneficially owned and controlled by the undersigned, provided that (x) the trustee of the trust of the transferred agrees to be bound in writing by the restrictions set forth herein, and (y) any such transfer shall not involve a disposition for value, (vii) any security interest or encumbrance over any Equity Securities in connection with a bona fide debt financing made to the undersigned by banks or other financial institutions, provided that no enforcement of, or foreclosure with respect to such Equity Securities shall take place during the Lock-up Period, (viii) the sale of Restricted Securities to the Company by the undersigned, (ix) transfers of Equity Securities pursuant to a court order or settlement agreement bona fide third-party tender offer made to all holders of the Company’s capital stock or other domestic order related to transaction, including, without limitation, any merger, consolidation or other similar transaction involving a change of control of the distribution of assets in connection with the dissolution of marriage Company (including, without limitation, entering into any lock-up, voting or civil union, (V) to the Purchaser similar agreement pursuant to any contractual arrangement in effect on which the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination undersigned may agree to transfer, sell, tender or otherwise dispose of the undersigned’s employment Equity Securities in connection with any such transaction, or service to vote any of the Purchaser; providedundersigned’s Equity Securities in favor of any such transaction), however, provided that in any of cases (I)the event that such tender offer, (II)merger, (III) consolidation or (IV) aboveother such transaction is not completed, it the undersigned’s Equity Securities shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities remain subject to the provisions of this Agreement applicable to HolderConsent Letter, and there (x) conversion of Senior Preferred Shares into Class A Ordinary Shares or ADSs, provided that such Class A Ordinary Shares or ADSs shall be no further transfer remain subject to the provisions of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Consent Letter.

Lock-Up Provisions. (a) Holder Seller hereby agrees not to, during the period commencing from the Closing and ending on the six month anniversary of the Closing (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of ): (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (ia) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesBuyer Stock, (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Buyer Stock, or (iiic) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (iia) or (iiib) above is to be settled by delivery of Restricted Securities Buyer Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (ia), (ii) b), or (iiic), a “Prohibited Transfer”). The foregoing sentence Notwithstanding the foregoing, “Prohibited Transfer” shall not apply include (i) transfers of Buyer Stock to Seller’s Affiliates, (ii) transfers of Buyer Stock by virtue of the transfer laws of the jurisdiction of Seller’s organization and in accordance with Seller’s organizational documents upon dissolution of Seller, (iii) transfers of Buyer Stock as a gift or gifts, (iv) transfers of Buyer Stock in the event of Buyer’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in the equityholders of Buyer having the right to exchange their equity interests of Buyer for cash, securities or other property or (v) the execution of any or all trading plan providing for the sale of Buyer Stock after the end of the Restricted Securities owned by Xxxxxx Lock-Up Period which meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, that in the case of clauses (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined belowi), (IVii) pursuant and (iii), that any transferee thereof agrees in writing to a court order or settlement agreement or other domestic order related be bound by the terms of this Section 6.19. Seller further agrees to execute such agreements as may be reasonably requested by Buyer that are necessary to give effect to the distribution of assets in connection with the dissolution of marriage foregoing provisions. If any Prohibited Transfer is made or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject attempted contrary to the provisions of this Agreement applicable to HolderAgreement, such purported Prohibited Transfer shall be null and void ab initio, and there Buyer shall be no further refuse to recognize any such purported transferee of the Buyer Stock as one of its equity holders for any purpose. In order to enforce this Section 6.19, Buyer may impose stop-transfer instructions with respect to the Buyer Stock of such Restricted Securities except in accordance with this AgreementSeller until the end of the Lock-Up Period. As used in this Agreement, the term “59

Lock-Up Provisions. (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (Ai) the one (1) year anniversary of after the date of the Closing, or (Bii) the first date subsequent to the Closing with respect to Closing, (x) the date on which the closing sale price of the shares of Purchaser Common Stock has equaled equals or exceeded exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, stock splits, stock dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing Closing, or (Cy) the date after the Closing on which the Purchaser completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of equity holdings in the Purchaser Common Stock for cash, securities or other property: (iA) lendsell, offeroffer to sell, contact or agree to sell, hypothecate, pledge, hypothecatelend, encumber, donate, assign, sellgrant any option, contract to sell, sell any option right or contract warrant to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or enter into any agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules of regulation of the Commission promulgated thereunder, with respect to any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities Securities, and in the case of clauses (A) or (iiiB) publicly disclose the intention to do any of the foregoing, above whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securitiesSecurities, in cash or otherwise otherwise, or (C) publicly announce or disclose any intention to enter into any transaction described in clauses (A), (B) or (C) above (any of the foregoing described in clauses (iA), (iiB) or (iiiC), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of XxxxxxHolder, (IIIII) to any Permitted Transferee (as defined below), ) or (IVIII) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), ) or (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “