Common use of Lock-Up Clause in Contracts

Lock-Up. The Holders who receive shares of Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value.

Lock-Up. (1) The Holders who receive shares of Parent Common Stock as part Company will not, without the prior written consent of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant PaymentRepresentative, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge, hedge or otherwise transfer dispose of (or dispose ofenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of such shares of Parent Common Stock issued to including the Holder in connection with Merger I filing (including any shares of capital stock of Parent subsequently received or participation in the event filing) of a stock dividendregistration statement with the Commission in respect of, stock split, recapitalization, reclassification, combination or exchange establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of shares of capital stock Section 16 of the Parent onExchange Act with respect to, of any other Securities, Class A Ordinary Shares, Warrants or affecting the Parent Common Stock)any securities convertible into, or enter into any swap exercisable, or other arrangement that transfers exchangeable for, Class A Ordinary Shares or publicly announce an intention to another, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock, whether effect any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a during the period of thirty (30) calendar commencing on the date hereof and ending 180 days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationthis Agreement; provided, however, that it shall be the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section ‎2(b) hereof, (3) issue Class A Ordinary Shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with a condition Business Combination, and (4) register with the Commission pursuant to the transfer Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, the Working Capital Warrants (if any) and any Class A Ordinary Shares issuable upon exercise of any such Private Placement Warrants or Working Capital Warrants and upon conversion of the Founder Shares; provided that the transferee execute an agreement stating that foregoing restrictions shall not apply to the transferee forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is receiving and holding such capital stock subject to the provisions terms of this Agreement (including this Section 2.5(i)) and there shall be no further transfer the Insider Letter with respect to such Founder Shares at the time of such shares except in accordance with this Agreementtransfer; and as long as, and provided further that to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer shall not involve transfer, any related Section 16 of the Exchange Act filing includes a disposition for valuepractical explanation of the transfer).

Lock-Up. The Holders who receive shares In connection with the first Public Offering or any Public Offering pursuant to Section 3.2, no officer, director or Stockholder may Transfer any Shares for a period (the “Lock-up Period”) beginning seven (7) days immediately preceding the date upon which the Company in good faith believes that the relevant registration statement shall become effective, and ending on the one hundred eightieth (180th) day (or, (x) in the case of Parent Common Stock as part a Public Offering that is not the initial Public Offering, the ninetieth (90th) day, and (y) at the discretion of the Initial Common Considerationunderwriter, Initial Option Payment or Initial Warrant Payment may notsuch lesser period, subject to the last sentence of this Section 3.14) following the effectiveness of such registration statement with respect to fifty percent (50%) such Public Offering without the prior written consent of the aggregate number underwriters managing the offering (subject to the last sentence of shares of Parent Common Stock issued as part this Section 3.14), and at the request of the Initial Common Considerationunderwriter, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any each such holder of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or Shares shall enter into any swap or other arrangement that transfers an agreement to another, in whole or in part, any of such effect with the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationunderwriter; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (Section 3.14 shall not prohibit any Permitted Transfers so long as the Permitted Transferee agrees to be bound by the terms of this Agreement, including this Section 2.5(i)3.14. If (a) and there during the last 17 days of the Lock-up Period, the Company releases earnings results or announces material news or a material fact, change or event, or (b) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 15-day period following the last day of the Lock-up Period, then, in either case, the Lock-up Period shall be no further transfer extended automatically until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news, fact, change or event, as applicable, unless each of the underwriters managing the offering have otherwise consented in writing. No Holder of Shares subject to this Section 3.14 shall be released from any obligation under this Section 3.14 or any other agreement, arrangement or understanding entered into pursuant to this Section 3.14 unless all other Holders of Shares subject to the same obligation are also released; provided, however, that a Holder may be permitted by the underwriter to Transfer a portion of its Shares during the period described above so long as all Holders are permitted to Transfer the same relative portion of each such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueHolder’s Shares.

Lock-Up. The Holders who receive shares of Parent Common Stock as part In order to induce Crdentia to include the Shares in a registration statement pursuant to the terms of the Initial Common ConsiderationRegistration Rights Agreement between iVOW and Crdentia of even date herewith, Initial Option Payment or Initial Warrant Payment may iVOW hereby agrees that subject to the limitations below, for the period commencing on the Effective Date hereof and terminating on the date 180 days following the date that the Securities and Exchange Commission shall declare the registration statement which includes the Shares to be effective under the Securities Act (such period the “Restricted Period”), iVOW shall not, with respect to fifty percent without the prior written consent of Crdentia, (50%1) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received Crdentia or any securities convertible into or exercisable or exchangeable for capital stock of Crdentia (including without limitation, Common Stock which may be deemed to be beneficially owned by iVOW in accordance with the event rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock dividend, stock split, recapitalization, reclassification, combination option or exchange of shares of capital stock of the Parent on, of warrant) or affecting the Parent Common Stock), or (2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Parent Common Stockcapital stock of Crdentia, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Parent Common Stock capital stock or such other securities, in cash or otherwise. In order to enable Crdentia to enforce the aforesaid restrictions on transfer, for a period the undersigned hereby agrees that Crdentia may impose stock-transfer restrictions with respect to the securities of thirty (30) calendar days after Crdentia owned beneficially by iVOW until the Closing Date for twenty-five percent (25%) end of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationRestricted Period; provided, however, that it notwithstanding anything to the contrary set forth herein, during the Restricted Period, iVOW shall be a condition entitled to dispose up to $375,000 of the transfer that Shares held by iVOW during each 90 day period after the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueEffective Date.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Shareholder agrees that for a period beginning upon the Effective Time of the Initial Common ConsiderationMerger and ending 180 days thereafter, Initial Option Payment or Initial Warrant Payment may the Shareholder will not, with respect directly or indirectly (x) make, agree to fifty percent or cause any offer, sale (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Considerationincluding short sale), Initial Option Payment or Initial Warrant Payment, offerloan, pledge, sellor other disposition of, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionoptions, right rights or warrant warrants to purchase, lendpurchase with respect to, or otherwise transfer or dispose reduce any risk of ownership of, directly or indirectly, any of such shares of Parent MAPICS Common Stock issued to the Holder in connection with Merger I or (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or y) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the Parent MAPICS Common Stock, Stock (regardless of whether any such transaction of the transactions described above in clause (x) or (y) is to be settled by the delivery of Parent MAPICS Common Stock or such other securitiesStock, in cash or otherwise), nor will the undersigned make any demand for a period or exercise any right with respect to the registration of thirty (30) calendar days after MAPICS Common Stock, without the Closing Date for twenty-five percent (25%) prior written consent of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction MAPICS, which shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift be unreasonably withheld, conditioned or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationdelayed; provided, however, that it nothing contained herein shall prohibit (i) the exercise of stock options or other purchases of MAPICS Common Stock under stock option plans or other incentive compensation arrangements for employees or directors previously approved by MAPICS's Board of Directors or (ii) the gift, pledge or assignment of any such securities without the prior consent of MAPICS if the donee, pledgee or assignee agrees, in writing delivered to MAPICS within five days after such gift, pledge or assignment, to be bound by the terms of this letter. The Shareholder consents to the entry of stop-transfer instructions with MAPICS's transfer agent against the transfer of, and authorizes MAPICS to cause the transfer agent to decline to transfer, any of the above-described securities owned beneficially or of record by the undersigned. Notwithstanding the foregoing, if MAPICS amends or waives the terms of this Section 2.7 for any Shareholder (other than a Shareholder who immediately following the Merger is an employee of MAPICS or the Surviving Corporation), without any further action on the part of MAPICS or any other Person, this Section 2.7 shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving amended and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition waived for valueall other Shareholders.

Lock-Up. The Holders who receive shares After the closing of Parent Common Stock an Initial Public Offering and prior to the earlier of (a) 18 months (subject to adjustment as part provided below) following such closing or (b) the closing of an Approved Sale, the Shares shall not be transferable or transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) except that each Stockholder may at any time transfer, assign, pledge or hypothecate the Shares: (i) to (A) an Initial Common ConsiderationStockholder or Affiliate thereof or Holdings, Initial Option Payment (B) to a Permitted Transferee or Initial Warrant Payment may not, (C) a non-U.S. entity with respect to fifty percent which an Initial Stockholder or Affiliate thereof has an administrative relationship; or (50%ii) in accordance with Section 4 or Section 5 hereof; or (iii) in the case of the aggregate number a Stockholder who is an employee of shares of Parent Common Stock issued as part of the Initial Common ConsiderationHoldings or any Subsidiary, Initial Option Payment to a bank, broker or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder other unaffiliated financial institution in connection with Merger I (including the exercise of options granted to employees of Holdings or any shares of capital stock of Parent subsequently received in Subsidiary, provided such pledge or assignment receives the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock prior written approval of the Parent onBoard of Directors of Holdings; provided, that 12 months after -------- the closing of an Initial Public Offering and upon 10 days prior written notice to Holdings, a Stockholder may transfer, assign, pledge or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers hypothecate up to another, in whole or in part, any an aggregate of (AA) 10% of the economic consequences number of ownership of the Parent Common Stock, whether any Shares beneficially owned by such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable Stockholder on the date of issuance. The foregoing restriction shall not apply such Initial Public Offering less (BB) the number of Shares transferred, assigned, pledged or hypothecated by such Stockholder pursuant to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, clause (ii) transferred above, provided, further, that if the closing of an -------- ------- Initial Public Offering has not occurred prior to any trust for the direct third anniversary date of this Agreement, the 18 months restriction above shall be adjusted to be 12 months. Any Shares that are transferred, assigned, pledged or indirect benefit of a Holder hypothecated in accordance with clause (ii) or the immediate family of a Holder first proviso to the foregoing sentence shall no longer be subject to the restrictions set forth in this Section 6 and any Shares that are otherwise transferred, assigned, pledged or (iii) transferred hypothecated shall remain subject to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it restrictions set forth in this Section 6 and the transferee shall agree in writing to be so bound as a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreementtransfer, and provided further that any such transfer shall not involve a disposition for valueassignment, pledge or hypothecation.

Lock-Up. The Holders who receive shares In connection with the first (and, for the avoidance of Parent Common Stock as part doubt, only the first) public/underwritten offering (regardless of the Initial Common Considerationwhether such offering is a primary or secondary offering and including an Underwritten Shelf Takedown), Initial Option Payment or Initial Warrant Payment may each Qualified Holder agrees that it shall not, with respect to fifty percent during the 60 days after the pricing (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration“Lock-Up Period”), Initial Option Payment directly or Initial Warrant Paymentindirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any of such shares of Parent Common Stock their Acquired Equity Securities, Granted Equity Securities or Equity Securities issued to the such Qualified Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred Structuring Fee to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationPerson; provided, however, that it the Lock-Up Period shall be a condition not apply to the transfer that following: (i) the transferee execute an agreement stating that Equity Securities issued to a Commitment Party in exchange for such party’s Unsecured Notes under the transferee is receiving and holding such capital stock subject Plan (i.e., the 1145 exempt Equity Securities); (ii) resales of a maximum of 15% of the applicable Commitment Party’s Equity Securities as of the Closing Date pursuant to the provisions Resale Registration Statement; (iii) a tender offer for the Equity Securities approved by the Board of this Agreement Directors of the Issuer; (including this Section 2.5(i)iv) sales to the Issuer pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in the Underwritten Shelf Takedown; (vi) transfers of Equity Securities between affiliate entities of a Commitment Party; or (vii) sales of Equity Securities pursuant to such registered offering. For the avoidance of doubt, (a) the Lock-Up Period shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act, but shall apply to sales on the Oslo Stock Exchange and (b) before the commencement of, and after the termination or expiration of, the Lockup Period, there shall be no further transfer restrictions on the ability of such shares except any Qualified Holder to resell its Registrable Securities through the Resale Registration Statement in accordance with this Agreementnon-underwritten offerings. The Lock-Up Period may be extended for up to an additional 30 days (for an aggregate of 90 days), and provided further that any such transfer shall not involve a disposition for valueat the reasonable request of the managing underwriters/ lead book-runner/ manager.

Lock-Up. The Holders who receive If the Company at any time shall register shares of Parent Common Stock as part of under the Initial Common ConsiderationSecurities Act for sale to the public in an underwritten offering and if requested by the lead managing underwriter, Initial Option Payment or Initial Warrant Payment may notAvenue agrees not to sell publicly, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell make any option or contract to purchase, purchase any option or contract to sellshort sale of, grant any option, right or warrant to purchase, lendoption for the purchase of, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting Company without the Parent Common Stock), or enter into any swap or other arrangement that transfers to another, in whole or in part, any prior written consent of the economic consequences of ownership of the Parent Common Stocklead managing underwriter, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for during a period of thirty not more than ninety (3090) calendar days after (or up to one hundred eighty (180) days if requested by the Closing Date for twentylead managing underwriter in connection with a Qualified Public Offering) commencing on the effective date of the Registration Statement (the “Lock-five percent (25%) Up Period”); provided, however, that, if any holders of Registrable Securities shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shares shorter period and a period also on such more advantageous terms and Avenue shall be released from its obligations under this clause to the extent any other holder of sixty (60) calendar days after Registrable Securities is released. Notwithstanding the Closing Date for an additional twenty-five percent (25%) of such shares. All other foregoing, Avenue shall be entitled to transfer any shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Class A Common Stock (i) transferred as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transferred to any trust for Affiliates of Avenue where such Affiliates agree to be bound in writing by the direct or indirect benefit of a Holder or the immediate family of a Holder or restrictions set forth herein, (iii) transferred with the prior written consent of the Company, (iv) to partners, members, stockholders a nominee or affiliates custodian of a HolderPerson to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the Holder is restrictions set forth herein, (v) following the consummation of a partnershipQualified Public Offering, limited liability company in transactions relating to shares of Common Stock or corporationother securities acquired in open market transactions, or (vi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Avenue, provided that such Person agrees to be bound in writing by the restrictions set forth herein; providedprovided that, howeverin the case of this clause (i), (iv), (v) and (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Avenue does not otherwise voluntarily effect any public filing or report regarding such transfers (collectively, the “Lock-Up Exceptions”). In addition, if requested by the lead managing underwriter, in connection with a public offering, Avenue shall enter into a customary lock-up agreement with the lead managing underwriter. If the Company notifies Avenue of its intention to consummate a Qualified Public Offering, on its own behalf or in connection with an exercise by any Person possessing demand rights pursuant to another agreement in which the Company has granted demand rights, Avenue agrees that it shall be a condition to not sell publicly, make any short sale of, grant any option for the transfer that purchase of, or otherwise dispose, any shares of Class A Common Stock (except, in each case, as part of the transferee execute an agreement stating that Qualified Public Offering, if permitted) during the transferee is receiving and holding period beginning on the delivery or receipt of such capital stock notice until the expiration of the Lock-Up Period, subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueLock-Up Exceptions.

Lock-Up. The Holders who receive If the Company at any time shall register shares of Parent Common Stock as part of under the Initial Common ConsiderationSecurities Act for sale to the public in an underwritten offering and if requested by the lead managing underwriter, Initial Option Payment or Initial Warrant Payment may notXxxxxxx agrees not to sell publicly, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell make any option or contract to purchase, purchase any option or contract to sellshort sale of, grant any option, right or warrant to purchase, lendoption for the purchase of, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting Company without the Parent Common Stock), or enter into any swap or other arrangement that transfers to another, in whole or in part, any prior written consent of the economic consequences of ownership of the Parent Common Stocklead managing underwriter, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for during a period of thirty not more than ninety (3090) calendar days after (or up to one hundred eighty (180) days if requested by the Closing Date for twentylead managing underwriter in connection with a Qualified Public Offering) commencing on the effective date of the Registration Statement (the “Lock-five percent (25%) Up Period”); provided, however, that if any holders of Registrable Securities shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shares shorter period and a period also on such more advantageous terms and Xxxxxxx shall be released from its obligations under this clause to the extent any other holder of sixty (60) calendar days after Registrable Securities is released. Notwithstanding the Closing Date for an additional twenty-five percent (25%) of such shares. All other foregoing, Xxxxxxx shall be entitled to transfer any shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Class A Common Stock (i) transferred as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) transferred to any trust for Affiliates of Xxxxxxx where such Affiliates agree to be bound in writing by the direct or indirect benefit of a Holder or the immediate family of a Holder or restrictions set forth herein, (iii) transferred with the prior written consent of the Company, (iv) to partners, members, stockholders a nominee or affiliates custodian of a HolderPerson to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the Holder is restrictions set forth herein, (v) following the consummation of a partnershipQualified Public Offering, limited liability company in transactions relating to shares of Common Stock or corporationother securities acquired in open market transactions, or (vi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Xxxxxxx, provided that such Person agrees to be bound in writing by the restrictions set forth herein; providedprovided that, however, that it shall be a condition to in the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions case of this Agreement clause (including this Section 2.5(ii), (iv), (v) and there (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Xxxxxxx does not otherwise voluntarily effect any public filing or report regarding such transfers. In addition, if requested by the lead managing underwriter, in connection with a public offering, Xxxxxxx shall be no further transfer of such shares except in accordance enter into a customary lock-up agreement with this Agreement, and provided further that any such transfer shall not involve a disposition for valuethe lead managing underwriter.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Company hereby agrees that, without the prior written consent of the Initial Common ConsiderationMajority Holders, Initial Option Payment or Initial Warrant Payment may it will not, with respect to fifty percent (50%x) of during the aggregate number of shares of Parent Common Stock issued as part of period ending forty five (45) days after the Initial Common ConsiderationClosing Date, Initial Option Payment or Initial Warrant Payment, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including or any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination securities convertible into or exchange of shares of capital stock of the Parent on, of exercisable or affecting the Parent exchangeable for Common Stock), or (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 Parent Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a and (y) during the period ending on the later of thirty the date sixty (3060) calendar days after the Closing Date and the date the Initial Shelf Registration Statement (as defined in and required under the Registration Rights Agreement) is initially filed, file with the SEC a registration statement under the Securities Act relating to any additional shares of its Common Stock or securities convertible into, or exchangeable or exercisable for, any shares of its Common Stock. The foregoing sentence shall not apply to Excluded Issuances except for twenty-five percent Excluded Issuances of the type described in Section 9(c)(ix). In addition, the Company agrees to use its best efforts during the period ending ninety (25%90) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) to prevent its executive officers and directors, in the aggregate, from taking any of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock actions set forth in clauses (i) transferred as a bona fide gift or gifts, and (ii) transferred in the immediately preceding paragraph with respect to any trust in excess of 250,000 shares of Common Stock in the aggregate for all executive officers and directors without the direct or indirect benefit prior written consent of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationMajority Holders; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer foregoing covenant shall not involve a disposition for valueapply to (i) any bona fide gift and (ii) sales of shares by such persons of Common Stock purchased under the Company’s employee stock purchase plans approved by the Company’s Board of Directors and stockholders now or in the future.

Lock-Up. The Holders who receive shares of Parent Common Stock During the Lock-Up Period (as part defined below), the ------- Stockholders agree that they will not, without the prior written consent of the Initial Common ConsiderationParent, Initial Option Payment directly or Initial Warrant Payment may notindirectly, with respect to fifty percent (50%i) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, sell short, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or to warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any of such shares of Reorganization Common Stock or any shares of the Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock issuable upon exercise of Parent subsequently received Options (as defined in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock Section 1.6 below) (all of the Parent onforegoing shares being, of or affecting collectively, the Parent Common Stock"Lock-Up Shares"), or file any registration statement under the Securities Act, -------------- with respect to any Lock-Up Shares, or (ii) enter into any swap or any other agreement or hedging arrangement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Parent Common StockLock- Up Shares, whether any such swap or transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwiseotherwise provided, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All however, that, other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply than with respect to shares of Parent Common Stock constituting any part of the Escrow Shares (as defined in Section 5A.7(b) below), a Stockholder may (i) transferred transfer Lock-Up Shares to such Stockholder's spouse or lineal descendant (natural or adopted) or an executor, administrator or testamentary trustee (in their capacity as such) of such Stockholder or to a bona fide gift trust the beneficiaries of which include only such Stockholder and his or gifts, her spouse or lineal descendants (ii) transferred to any trust for the direct natural or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationadopted); provided, however, that it shall be a -------- ------- condition precedent to the such transfer that the transferee execute an agreement stating agree in a writing reasonably satisfactory to the Parent to be bound by the terms of this Section 1.3(c), (ii) purchase at its own expense one or several European style put options, at exercise prices not to exceed 80% of the then current market value and with expiration dates not earlier than the first anniversary of the Effective Time, (iii) sell at their own expense one or several European style call options at exercise prices no less than 120% of the then current market value and with expiration dates not earlier than the first anniversary of the Effective Time, and (iv) pledge shares of Parent Common Stock as security for loans so long as the pledgee agrees in a writing reasonably satisfactory to the Parent that (A) such shares in the transferee is receiving and holding such capital stock hands of the pledgee remain subject to the provisions of this Agreement Section 1.3(c) and (including B) are restricted securities under applicable federal securities laws. The "Lock-Up Period" shall be for a period beginning on the Closing Date and (i) for -------------- 15% of each of the Stockholders' Lock-Up Shares, ending on the date that is 180 days following the Closing Date, and (ii) for 85% of each of the Stockholders' Lock-Up Shares, ending on the date that is one (1) year following the Closing Date. Nothing contained in this Section 2.5(i)1.3(c) shall prevent the Parent and there the holders of the Preferred Stock Consideration Shares from entering into a different lock-up agreement with respect to the shares of Parent Common Stock delivered to such holders pursuant to Section 1.2(b) above, in which case the provisions of this Section 1.3(c) shall be no further transfer of deemed modified by such different lock-up agreement with respect to such holders and such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueof Parent Common Stock only.

Lock-Up. The Holders who receive Of the shares of Parent Common Stock to be issued to and held by Xechem pursuant to the PPM (and as part set forth in Section 3, above), the entire amount held is subject to a lock-up agreement amongst the parties to this Agreement under which Xechem agrees that it may not sell any of its shares for a period of six months following the effective date of the Initial Common Considerationregistration of the shares purchased in the Offering or the registration of the shares of common stock underlying the Preferred Stock (the "Underlying Common") as described in the PPM, Initial Option Payment or Initial Warrant Payment and may not, with respect only sell up to fifty percent (50%) percent thereafter until one (1) year following the effective date of such registration of shares purchased in the Offering (or the Underlying Common) described in the PPM; provided further, if for whatever reason the shares purchased in the Offering or the Underlying Shares are not registered within one hundred eighty (180) days following the termination of this Offering (the "Outside Date") then those shares shall be deemed to have been registered as of the aggregate number Outside Date for purposes of shares this Section 5. In addition, if the Company engages an underwriter or placement agent during the twelve (12) month period following the final Closing to occur under the PPM, in order to raise a minimum of Parent $5.0 million through the sale of the Company other equity securities (or securities that may be convertible into Company equity securities), in a public offering or private placement, upon notice of commencing such public offering or private placement, Xechem agrees to the terms of any further lock-up agreements required by the underwriter or placement agent thereof, and agrees that it shall refrain from making any sales, transfers or other dispositions in the course of such offering, but, in any event, for not more than ninety (90) days from the date of effectiveness of such further lock-up agreement, or ninety (90) days following the termination of such offering, whichever is less. Xechem agrees that its piggyback registration rights shall be inapplicable to registration of the share of Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock Company issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a HolderPPM, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it such piggyback registration shall be a condition effected at the same time as registration of any Founder's Shares issued pursuant to the transfer that Founder's Stock Plan is effected, as described in the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject PPM. Notwithstanding anything to the provisions of this Agreement (including this Section 2.5(i)) and there contrary herein, Xechem shall be no further permitted to transfer shares of such shares except in accordance with this Agreement, the Common Stock to any person or entity who agrees to be bound proportionately to the redemption and provided further that any such transfer shall not involve a disposition for valuelock-up provisions hereof.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may Company will not, with respect to fifty percent (50%) without the prior written consent of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant PaymentCitigroup Global Markets Inc., offer, pledge, sell, contract to sell, sell pledge, hedge or otherwise dispose of (or enter into any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendtransaction that is designed to, or otherwise transfer might reasonably be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, any of such shares of Parent Common Stock issued to including the Holder in connection with Merger I filing (including any shares of capital stock of Parent subsequently received or participation in the event filing) of a stock dividendregistration statement with the Commission in respect of, stock split, recapitalization, reclassification, combination or exchange establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of shares of capital stock Section 16 of the Parent onExchange Act with respect to, of any other Units, Ordinary Shares, Warrants or affecting the Parent Common Stock)any securities convertible into, or enter into any swap exercisable, or other arrangement that transfers exchangeable for, Ordinary Shares or publicly announce an intention to another, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock, whether effect any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a during the period of thirty (30) calendar commencing on the date hereof and ending 180 days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationthis Agreement; provided, however, that it shall be a condition to the transfer that Company may (1) issue and sell the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except Underwritten Securities in accordance with the terms of this Agreement, (2) issue and sell the Founder Warrants, (3) issue and sell the Option Securities on exercise of the option provided further that any such transfer shall not involve for in Section 2(b) hereof, (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founders’ Shares, the Founder Warrants and the Working Capital Warrants and (5) contract to sell, and issue Ordinary Shares and other securities, in connection with the consummation of its Initial Business Combination. If Citigroup Global Markets Inc., in its sole discretion, agrees to release or waive the restrictions set forth in a disposition lock-up letter described in Section 6(m) hereof for valuea Sponsor or an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two Business Days before the effective date of the release or waiver.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Shareholder agrees that for a period beginning upon the Effective Time of the Initial Common ConsiderationMerger and ending 180 days thereafter, Initial Option Payment or Initial Warrant Payment may the Shareholder will not, with respect directly or indirectly (x) make, agree to fifty percent or cause any offer, sale (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Considerationincluding short sale), Initial Option Payment or Initial Warrant Payment, offerloan, pledge, sellor other disposition of, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionoptions, right rights or warrant warrants to purchase, lendpurchase with respect to, or otherwise transfer or dispose reduce any risk of ownership of, directly or indirectly, any of such shares of Parent MAPICS Common Stock issued to the Holder in connection with Merger I or (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or y) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the Parent MAPICS Common Stock, Stock (regardless of whether any such transaction of the transactions described above in clause (x) or (y) is to be settled by the delivery of Parent MAPICS Common Stock or such other securitiesStock, in cash or otherwise), nor will the undersigned make any demand for a period or exercise any right with respect to the registration of thirty (30) calendar days after MAPICS Common Stock, without the Closing Date for twenty-five percent (25%) prior written consent of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction MAPICS, which shall not apply to shares of Parent Common Stock be unreasonably withheld, conditioned or delayed; PROVIDED, HOWEVER, that nothing contained herein shall prohibit (i) transferred as a bona fide gift the exercise of stock options or gifts, other purchases of MAPICS Common Stock under stock option plans or other incentive compensation arrangements for employees or directors previously approved by MAPICS's Board of Directors or (ii) transferred the gift, pledge or assignment of any such securities without the prior consent of MAPICS if the donee, pledgee or assignee agrees, in writing delivered to MAPICS within five days after such gift, pledge or assignment, to be bound by the terms of this letter. The Shareholder consents to the entry of stop-transfer instructions with MAPICS's transfer agent against the transfer of, and authorizes MAPICS to cause the transfer agent to decline to transfer, any trust of the above-described securities owned beneficially or of record by the undersigned. Notwithstanding the foregoing, if MAPICS amends or waives the terms of this Section 2.7 for any Shareholder (other than a Shareholder who immediately following the direct or indirect benefit Merger is an employee of a Holder MAPICS or the immediate family Surviving Corporation), without any further action on the part of a Holder MAPICS or (iii) transferred to partnersany other Person, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it this Section 2.7 shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving amended and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition waived for valueall other Shareholders.

Lock-Up. The Holders who receive shares During the period commencing on the Initial Public Offering and ending on the earliest to occur of Parent Common Stock (x) the [*****] anniversary thereof or (y) such date as part the Purchaser waives all of its rights (but in no event earlier than the [*****] anniversary of the closing of the Initial Common Consideration, Initial Option Payment Public Offering) to register Shares pursuant to Article VIII or Initial Warrant Payment may not, with respect to fifty percent (50%z) such date as the Purchaser no longer owns at least [**] of the aggregate number of outstanding shares of Parent Common Stock issued as part of the Initial Common ConsiderationCompany, Initial Option Payment or Initial Warrant Paymentthe Purchaser agrees that it shall, if so requested by the Company, enter into an agreement providing that it shall not offer, pledge, sell, contract to sell, sell any or grant an option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendfor the sale, or otherwise transfer or dispose ofof (collectively, directly or indirectly, “transfer”) any Shares of such shares of Parent Common Stock issued to or any securities convertible into or exercisable for Shares of Common Stock (including, without limitation, the Holder in connection with Merger I (including Shares and any shares of capital stock of Parent subsequently received in the event of a stock dividendoptions, warrants, stock splitappreciation rights, recapitalizationor similar rights with an exercise or conversion privilege at a price related to, reclassificationor derived from, combination or exchange the market price of shares Shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers to anotherduring the 14-day period prior to, in whole or in partand during the 90-day period beginning on, any of the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares any firm commitment underwritten public offering of Parent Common Stock (i) transferred as a bona fide gift or gifts180-day period in the case of Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. the Initial Public Offering), (ii) transferred to any trust for without the direct or indirect benefit prior written consent of a Holder or the immediate family managing underwriters of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationsuch public offering; provided, however, that it this Section 5.4 shall not apply or be effective unless all executive officers and directors and all shareholders of the Company’s outstanding Common Stock having an ownership interest equal to or greater than that held by the Purchaser (calculated on a condition fully-diluted basis) and having registration rights entitling them to participate in the public offering enter into similar agreements, and shall only take effect following notice to the transfer that Purchaser of the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueforegoing.

Lock-Up. The Holders who receive From and after the date of this Agreement and until the earlier of (i) December 31, 2019, plus the amount of time by which either the Regional Option Outside Date (as defined in the Master Agreement) or the Global Option Outside Date (as defined in the Master Agreement) is extended beyond December 31, 2019 and (ii) six (6) months after the earlier of (a) the expiration of the Term and (b) the termination of the Collaboration Agreement (the “Lock-Up Term”), without the prior approval of the Company, the Investor shall not, and shall cause its Affiliates not to, Dispose of (x) any of the Purchased Shares or any shares of Parent Common Stock beneficially owned by any Standstill Party as part of the Initial Common Considerationdate of this Agreement, Initial Option Payment or Initial Warrant Payment may not, together with respect to fifty percent (50%) of the aggregate number of any shares of Parent Common Stock issued in respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization, and (y) any Common Stock issued as part (or issuable upon the exercise of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionwarrant, right or warrant to purchase, lendother security that is issued as) a dividend or other distribution with respect to, or otherwise transfer in exchange or dispose in replacement of, directly or indirectly, any of such the shares of Parent Common Stock issued to described in clause (x) of this sentence; provided, however, that the Holder in connection with Merger I foregoing shall not prohibit the Investor from (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers to another, in whole or in part, A) transferring any of the economic consequences foregoing to a Permitted Transferee, (B) Disposing of any of the foregoing in order to reduce the beneficial ownership of the Parent Standstill Parties to 19.9% or other level, as advised in good faith and in writing by Sanofi’s certified public accountants, that would not require the Investor to include in its financial statements its portion of the Company’s financial results, of the Shares of Then Outstanding Common Stock, whether provided that any such transaction described above is Disposition referred to in this clause (B) shall be settled by delivery of Parent Common Stock subject to the restrictions and requirements set forth in Section 4.2, and (C) effective on or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for second anniversary of the date hereof, Disposing of up to twenty-five percent (25%) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. of such shares and a the foregoing if the market value of the Common Stock, based on the average closing price during the ten (10) consecutive trading days period of sixty prior to the Investor’s election to exercise this clause (60) calendar days after the Closing Date for an additional twentyC), is at least one-five hundred percent (25100%) higher than the market value of such shares. All other shares of Parent the Common Stock issued pursuant to this Agreement will be freely transferable Stock, based on the average closing price during the ten (10) consecutive trading days period prior to the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holderhereof, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it any Disposition referred to in this clause (C) shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this restrictions and requirements set forth in Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value4.2.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of Purchaser hereby agrees that during the Initial Common ConsiderationLock-Up Period, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, Purchaser will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including Securities or securities convertible into or exchangeable or exercisable for any shares of capital stock of Parent subsequently received in Securities, without the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock prior written consent of the Parent on, of or affecting Company. The “Lock-Up Period” with respect to any Securities shall mean the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable starting on the date hereof and ending upon the earliest of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or giftsthe date that is 9 (nine) months after the issuance of such Securities, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or November 20, 2012, (iii) transferred a tender offer having been placed for the Common Stock of the Company that is intended to partnerstake control of the management of the Company, members(iv) Mx. Xxxx Xxxxx Rocha selling any Common Stock owned by him or notifying the Company of his resignation from his position as the Chief Executive Officer of the Company, stockholders (v) any petition for bankruptcy, reorganization or affiliates arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a Holder, provided meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Holder Board of Directors pursuant to the Investor’s Rights Agreement and after which meeting (or action) there is a partnership, limited liability company or corporation; provided, however, that it no Investor Director. The following legend shall be a condition affixed to any certificate representing the transfer that Securities until the transferee execute an agreement stating that the transferee is receiving and holding Lock-Up Period with respect to such capital stock subject to the provisions of this Agreement securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (including this Section 2.5(i)THE “LOCK-UP”) and there shall be no further transfer of such shares except in accordance with this AgreementPURSUANT TO A SECURITIES PURCHASE AGREEMENT, and provided further that any such transfer shall not involve a disposition for valueDATED AS OF AUGUST __, 2011, COPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 2010, OR SOONER, UNDER CERTAIN CIRCUMSTANCES.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of During the Initial Common Consideration180-day period following the Closing Date, Initial Option Payment no Seller may, directly or Initial Warrant Payment may notindirectly, with respect to fifty percent (50%i) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, encumber, pledge, donate or otherwise dispose of or transfer or dispose of, directly or indirectly, any of such shares of Parent Paramount Common Stock issued to such Seller pursuant to this Agreement or any securities received as a distribution thereon or otherwise with respect thereto, whether now owned or hereafter acquired by such Seller or with respect to which such Seller has or hereafter acquires the Holder in connection with Merger I power of disposition (including any shares of capital stock of Parent subsequently received in the event of a stock dividendcollectively, stock split, recapitalization, reclassification, combination 50 “Restricted Securities”) or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or (ii) enter into any swap or any other arrangement agreement or transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Parent Common StockRestricted Securities, whether any such swap or transaction described in (i) or (ii) above is to be settled by the delivery of Parent shares of Paramount Common Stock or such other securities, in cash or otherwiseotherwise (any of the foregoing, for a “Transfer”). During the period of thirty (30) calendar beginning 180 days after following the Closing Date for twenty(the “Lock-five percent (25%Up Release Date”) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock ending (i) transferred as a bona fide gift 90 days following the Lock-Up Release Date, no Seller may, directly or giftsindirectly, Transfer in excess of 50% of the total number of Restricted Securities held by such Seller on the Lock-Up Release Date, (ii) transferred on the first anniversary of the Closing Date, no Seller may, directly or indirectly, Transfer in excess of 75% of the total number of Restricted Securities held by such Seller on the Lock-Up Release Date. Following the first anniversary of the Closing Date all or any portion of the Restricted Securities may be Transferred by a Seller without restriction under this Section 5.16. Anything to the contrary notwithstanding, any Seller may sell or otherwise transfer any shares of Paramount Common Stock to another Seller (or a trust for the direct or indirect benefit of a Holder or another Seller) after the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided Closing; and any Seller that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition trust may transfer shares of Paramount Common Stock after the Closing to the transfer that beneficiary of the transferee execute an agreement stating that trust upon the transferee is receiving and holding such capital stock trust’s maturity; in each case subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance compliance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueapplicable Law.

Lock-Up. The Holders who receive shares Without the prior written consent of Parent Common Stock as part CMGI, neither Compaq ------- nor any of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment its Subsidiaries may not, with respect offer to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to otherwise sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly loan, pledge, transfer or indirectly, grant any of such shares of Parent Common Stock issued to the Holder in connection rights with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock)respect to, or enter into any swap short sale or other arrangement that transfers otherwise hedge against (collectively, a "Share Disposition") any Acquisition Shares on or prior to another, in whole or in part, any the first anniversary of the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationDate; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) 5.1 shall -------- ------- not prohibit any Share Disposition among Compaq and there shall its Subsidiaries, provided -------- that any such transferee agrees to be no further transfer bound by the terms of such shares except in accordance with this Agreement, including without limitation this Section 5.1. After the first anniversary of the Closing Date, Compaq or its Subsidiaries may transfer or otherwise dispose of the Acquisition Shares only: (i) pursuant to the Registration Rights Agreement, (ii) pursuant to Rule 144 promulgated under the Securities Act, to the extent applicable, or (iii) pursuant to privately negotiated sales; provided -------- that (A) neither Compaq nor any of its Subsidiaries shall knowingly sell a number of Acquisition Shares equal to more than 5% of the then outstanding shares of Common Stock of CMGI to any single Person (or affiliates of such Person) other than to a broker-dealer for resale, (B) during the period from twelve months to eighteen months after the Closing, Compaq and provided further that any such transfer its Subsidiaries shall not involve sell more than 50% of the Acquisition Shares and during the period from eighteen months to twenty-four months after the Closing, Compaq and its Subsidiaries shall not sell more than 50% of the Acquisition Shares, and (C) Compaq and its Subsidiaries shall not, other than pursuant to an underwritten public offering pursuant to the Registration Rights Agreement, sell a disposition number of Acquisition Shares on any day equal to more than 10% of the average daily trading volume for valueCMGI Common Stock during the prior week.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Shareholder agrees that for a period beginning upon the Effective Time of the Initial Common ConsiderationMerger and ending 180 days thereafter, Initial Option Payment or Initial Warrant Payment may the Shareholder will not, with respect directly or indirectly (x) make, agree to fifty percent or cause any offer, sale (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Considerationincluding short sale), Initial Option Payment or Initial Warrant Payment, offerloan, pledge, sellor other disposition of, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any optionoptions, right rights or warrant warrants to purchase, lendpurchase with respect to, or otherwise transfer or dispose reduce any risk of ownership of, directly or indirectly, any of such shares of Parent MAPICS Common Stock issued to the Holder in connection with Merger I or (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or y) enter into any swap or other arrangement that transfers to another, in whole all or in part, any a portion of the economic consequences of associated with the ownership of the Parent MAPICS Common Stock, Stock (regardless of whether any such transaction of the transactions described above in clause (x) or (y) is to be settled by the delivery of Parent MAPICS Common Stock or such other securitiesStock, in cash or otherwise), nor will the undersigned make any demand for a period or exercise any right with respect to the registration of thirty (30) calendar days after MAPICS Common Stock, without the Closing Date for twenty-five percent (25%) prior written consent of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction MAPICS, which shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift be unreasonably withheld, conditioned or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationdelayed; provided, however, that it nothing contained herein shall prohibit (i) the exercise of stock options or other purchases of MAPICS Common Stock under stock option plans or other incentive compensation arrangements for employees or directors previously approved by MAPICS’s Board of Directors or (ii) the gift, pledge or assignment of any such securities without the prior consent of MAPICS if the donee, pledgee or assignee agrees, in writing delivered to MAPICS within five days after such gift, pledge or assignment, to be bound by the terms of this letter. The Shareholder consents to the entry of stop-transfer instructions with MAPICS’s transfer agent against the transfer of, and authorizes MAPICS to cause the transfer agent to decline to transfer, any of the above-described securities owned beneficially or of record by the undersigned. Notwithstanding the foregoing, if MAPICS amends or waives the terms of this Section 2.7 for any Shareholder (other than a Shareholder who immediately following the Merger is an employee of MAPICS or the Surviving Corporation), without any further action on the part of MAPICS or any other Person, this Section 2.7 shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving amended and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition waived for valueall other Shareholders.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Company will not, without the prior written consent of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant PaymentRepresentatives, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge, hedge or otherwise transfer dispose of (or dispose ofenter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 with respect to, any of such other Securities, shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock or publicly announce an intention to effect any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a during the period of thirty (30) calendar commencing on the date hereof and ending 180 days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationthis Agreement; provided, however, that it shall be the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock in connection with a condition Business Combination, and (4) register with the Commission pursuant to the transfer Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, warrants that may be issued upon conversion of working capital loans and any shares of Common Stock issuable upon exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares; provided that the transferee execute an agreement stating that foregoing restrictions shall not apply to the transferee forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is receiving and holding such capital stock subject to the provisions terms of this Agreement (including this Section 2.5(i)) and there shall be no further transfer the Insider Letter with respect to such Founder Shares at the time of such shares except in accordance with this Agreementtransfer; and as long as, and provided further that to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer shall not involve transfer, any related Section 16 of the Exchange Act filing includes a disposition for valuepractical explanation of the transfer).

Lock-Up. The Holders who receive shares (i) During the period from the date hereof through the earlier of Parent Common Stock as part (1) November 30, 2005 and (2) the consummation of a Qualified Offering (the "Initial Common ConsiderationLock-up Period"), Initial Option Payment or Initial Warrant Payment may Biogen hereby agrees that, other than pursuant to Section 3(a), it will not, with respect to fifty percent directly or indirectly, (50%i) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination Common Stock or exchange of shares of capital stock of the Parent on, of any securities convertible into or affecting the Parent exchangeable or exercisable for Common Stock), whether now owned or hereafter acquired by Biogen or with respect to which Biogen has or hereafter acquires the power of disposition (collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Parent Common StockLock-Up Securities, whether any such swap or transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise. In addition, in the event Targeted consummates a public or private offering of Common Stock (including without limitation a Qualified Offering) prior to November 30, 2005, Biogen further agrees, at the request of the managing underwriter or managing placement agent of such offering, to enter into a customary form of lock-up agreement ("Biogen's Lock-up Agreement") containing terms substantially similar to the terms set forth above and for a lock-up period of thirty (30) calendar not more than 90 days after the Closing Date for twenty-five percent (25%) consummation of such shares and a period of sixty offering (60) calendar days after the Closing Date for an additional twenty"Offering Lock-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationup Period"); provided, howeverthat in the event Biogen sells at least 1,000,000 shares of Common Stock held by it in such offering, that it the Offering Lock-up Period shall be a condition to increased by an additional 45 days for each 500,000 shares of Common Stock Biogen sells above 1,000,000. The lock-up provided for in Biogen's Lock-up Agreement shall terminate immediately if the transfer that the transferee execute an agreement stating that the transferee Qualified Offering is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that abandoned by Targeted at any such transfer shall not involve a disposition for valuetime.

Lock-Up. The Holders who receive shares of Parent Notwithstanding anything in this Agreement or the Purchase Agreement to the contrary, Alamo agrees as follows: (i) until [●], 2021 [90 days post-Closing], Alamo will continue to own all 26,000,000 Common Stock as part Shares issued to Alamo pursuant to the Purchase Agreement, (ii) until [●], 2022 [180 days post-Closing], Alamo will continue to own at least 20,000,000 of the Initial Common ConsiderationShares issued to Alamo pursuant to the Purchase Agreement, Initial Option Payment or Initial Warrant Payment may and (iii) until [●], 2022 [360 days post-Closing], Alamo will continue to own at least 10,000,000 of the Common Shares issued to Alamo pursuant to the Purchase Agreement (the Common Shares that Alamo is required to own pursuant to this sentence during specific time periods are collectively referred to herein as the “Lock-Up Shares”). With respect to Common Shares that constitute Lock-Up Shares, Alamo shall not, with respect to fifty percent (50%) without the prior written consent of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common ConsiderationCompany, Initial Option Payment directly or Initial Warrant Paymentindirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or lend or otherwise transfer or dispose ofof any such Lock-Up Shares, directly or indirectly, any other than distributions of Common Shares to Permitted Transferees who at the time of such shares distribution are members of Parent Common Stock issued Alamo; provided that, in the case of any such distribution: (a) each Permitted Transferee distributee shall execute and deliver to the Holder Company a lock-up letter in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers such form as agreed to another, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued Alamo pursuant to this Agreement Section 2.14 (which will be freely transferable on specify, among other things, the date number of issuance. The foregoing restriction shall not apply Common Shares held by such Permitted Transferee that are subject to shares of Parent Common Stock the lock-up periods set forth in clauses (i) transferred as a bona fide gift or gifts), (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or and (iii) transferred to partners, members, stockholders above); (b) no filing by any party (transferor or affiliates of a Holder, provided that transferee) under the Holder is a partnership, limited liability company Exchange Act or corporation; provided, however, that it other public announcement shall be required or shall be made voluntarily in connection with such distribution (other than a condition filing on a Form 5 made after the expiration of the applicable time period referred to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock above); (c) each Permitted Transferee will be subject to the provisions lock-up periods set forth in clauses (i), (ii) and (iii) above on a pro rata basis with respect to its Common Shares (or as close thereto as practicable without issuing fractional shares) such that the total number of Common Shares subject to the lock-up periods set forth in clauses (i), (ii) and (iii) above will remain the same; (d) prior to any such distribution Alamo will provide to the Company the legal name of each Permitted Transferee, the number of Common Shares being distributed to such Permitted Transferee and any additional information for each Permitted Transferee that the Company may request pursuant to Section 2.5(k); and (e) the Company shall take all actions contemplated by Section 2.5 to supplement any Shelf Registration Statement with the information contemplated by clause (d) within ten (10) business days following such distribution and to cause such Shelf Registration statement to be declared and remain effective for the period described in the last sentence of Section 2.1(a). Alamo agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Lock-Up Shares except in compliance with the foregoing restrictions. Notwithstanding anything in this Agreement to the contrary (including this anything in Section 2.5(i2.1, Section 2.2 or Section 2.5)) and there , the Company shall not be required to effect any Underwritten Shelf Offering or Piggy-Back Transaction with respect to any Common Shares that constitute Lock-Up Shares. If any Lock-Up Shares are certificated, upon the request of Alamo, following the expiration of the restrictions hereunder with respect to such Lock-Up Shares, Alamo shall be no further entitled to promptly receive from the Company new certificates for a like number of Common Shares not bearing any legend with respect to transfer restrictions pursuant to this Agreement. For clarity, from and after [●], 2022 [360 days post-Closing], Alamo will not be required by this Agreement or the Purchase Agreement to continue to own any of the Common Shares issued to Alamo pursuant to the Purchase Agreement and none of such shares except in accordance with this Agreement, and provided further that any such transfer Common Shares shall not involve a disposition for valueconstitute Lock-Up Shares.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Subject to Section 3.1, Purchaser acknowledges that the Securities will not be transferable, assignable or salable until one year after the completion of the Initial Common Considerationinitial business combination, Initial Option Payment except to permitted transferees as described in the Registration Statement. Purchaser further acknowledges that the securities acquired or Initial Warrant Payment may not, with respect to fifty percent (50%) be acquired hereby by Purchaser as the underwriter of the aggregate number of shares of Parent Common Stock issued Company’s IPO, including Purchaser’s related persons, associated persons and affiliates (as part of the Initial Common Considerationthose terms are defined in FINRA Rules 5110 and 5121), Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received the IPO and as described in the event of a stock dividendRegistration Statement for the IPO and the related prospectus, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers are subject to another, lock-up in whole or in part, any of the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, compliance with FINRA Rule 5110(e)(1) for a period of thirty (30) calendar 180 days after from the Closing Date for twenty-five percent (25%) commencement of such shares sales of the initial public offering and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). In addition, notwithstanding the other terms of this Agreement will be freely transferable on or any other agreement between the date Company and Purchaser, Purchaser agrees with respect to the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock the Private Placement Warrants that, as required by FINRA Rule 5110(g)(8): (i) transferred as a bona fide gift or gifts, the Private Placement Warrants may not be exercised more than five years from the date that the Company’s Registration Statement on Form S-1 (File No.: 333-261373) is declared effective by the Securities and Exchange Commission (the “Effective Date”); (ii) transferred to any trust for Purchaser shall not have more than one demand registration right at the direct or indirect benefit of a Holder or the immediate family of a Holder or Company’s expense; (iii) transferred Purchaser shall not have the right to partners, members, stockholders demand registration of the Private Placement Warrants or affiliates Class A Ordinary Shares issuable upon exercise of a Holder, provided that the Holder is a partnership, limited liability company or corporationPrivate Placement Warrants more than five years from the Effective Date; provided, however, that it (iv) Purchaser shall be a condition not have the right to piggyback registration with respect to the transfer Private Placement Warrants or Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants more than seven years from the Effective Date; (v) the Private Placement Warrants may not have anti-dilution terms that allow Purchaser and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the transferee execute an agreement stating time of the public offering, when the public shareholders have not been proportionally affected by a share split, share dividend, or other similar event; and (vi) Private Placement Warrants may not have anti-dilution terms that the transferee is receiving allow Purchaser and holding such capital stock subject related persons to receive or accrue cash dividends prior to the provisions exercise or conversion of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valuethe Private Placement Warrants.

Lock-Up. The Holders who receive shares (a) As a part of the Merger, a portion of the Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect and Parent Preferred Stock to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock be issued to the Holder Company Equity Participants will be subject to the non-statutory restrictions on resale set forth in connection with Merger I this Section 1.7 (including the “Lock-Up"). In addition to any shares statutory or stock exchange imposed requirements regarding the legending of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of (i) the Parent Common Stock, whether any such transaction described above is to be settled by delivery of (ii) the Parent Preferred Stock, (iii) the Assumed Preferred Warrants, (v) the Parent Common Stock or such other securitiesissuable on conversion of the Parent Preferred Stock and (vi) the Parent Common Stock and Parent Preferred Stock issuable on exercise of the Assumed Preferred Warrants (collectively, the “Parent Securities"), the Parent will endorse the certificates representing the Parent Securities with the following legends and will, unless otherwise determined by the Parent in cash or otherwiseits sole discretion, for a period instruct its transfer agent not to remove the applicable legend until the specified date has passed: Securities Subject to Lock-Up Non-Statutory Legend to Be Affixed to Parent Securities 10% of thirty (the Parent Securities No Legend 30) calendar days after % of the Parent Securities The holder of the securities shall not trade the securities before that date that is 6 months from the Closing Date for twentyand agrees that it will not, prior to that date that is 6 months from the Closing Date, sell, offer to sell, solicit offers to buy, dispose of, loan, pledge or grant any right with respect to the securities (collectively, a “Disposition"), nor will the holder engage in any hedging or other transaction which is designed to or could reasonably be expected to lead to or result in a Disposition by the holder or any other person or entity. Such prohibited hedging or other transactions include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the securities or with respect to any other security (other than a broad-five percent based market basket or index) that includes, relates to or derives any significant part of its value from the securities, or any other transaction (25%whether or not involving an offer or sale by the holder of the securities or any interest therein) that has the purpose or effect of transferring the risks or benefits of ownership of the securities. The securities represented by this certificate are listed on the Toronto Stock Exchange; however, the said securities cannot be traded through the facilities of such shares and a period of sixty (60) calendar days after Exchange since they are not freely transferable until that date that is 6 months from the Closing Date for an additional twenty-five percent (25%) Date, and consequently any certificate representing such securities will not constitute “good delivery" in settlement of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable transactions on the Toronto Stock Exchange prior to date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for that is 6 months from the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueClosing Date.

Lock-Up. The Holders who receive Company hereby agrees that, without the prior written consent of the Placement Agent, it will not, during the period from the date hereof until the earlier of (i) January 10, 2018 and (ii) such time as the Company’s aggregate trading volume on the Principal Market, as reported by Bloomberg, L.P., is at least 25,000,000 shares of Parent Common Stock as part following the Company’s public announcement of the Initial Common Considerationterms of this Offering, Initial Option Payment or Initial Warrant Payment may not(the “Lock-Up Period”), with respect to fifty percent (50%i) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I or any Common Stock Equivalents; or (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period ; or (iii) file any registration statement with the Commission relating to the offering of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other any shares of Parent Common Stock issued or any Common Stock Equivalents (other than a registration statement for Common Stock and/or Common Stock Equivalents of the Company that will not be declared effective by the Commission prior to the expiration of the Lock-Up Period (each, a “Subsequent Offering Registration Statement”, and any such offering pursuant to this Agreement will be freely transferable on the date of issuancethereto, each, a “Subsequent Offering”)). The foregoing restriction restrictions contained in the preceding sentence shall not apply to (1) the Securities to be sold hereunder, (2) the issuance of Common Stock upon the exercise of options or warrants or the conversion or exercise of Common Stock Equivalents disclosed as outstanding in the Registration Statement (excluding exhibits thereto) or Prospectus, (3) the issuance of employee stock options not exercisable during the Lock-Up Period and the grant of restricted stock awards or restricted stock units or shares of Parent Common Stock pursuant to equity incentive plans described in the Registration Statement (iexcluding exhibits thereto) transferred as or the Final Prospectus or (4) any Subsequent Offering of shares of Common Stock and/or Common Stock Equivalents that is consummated pursuant to a bona fide gift Subsequent Offering Registration Statement after the expiration of the Lock-Up Period. The Company agrees not to accelerate the vesting of any option or gifts, (ii) transferred warrant or the lapse of any repurchase right prior to the expiration of the Lock-Up Period except with respect to any trust for employees, officers or directors of the direct Company that have executed a Lock-Up Agreement. As used herein “Business Day” means any day other than a Saturday, Sunday or indirect benefit of a Holder other day on which commercial banks in New York, New York are authorized or the immediate family of a Holder or (iii) transferred required by law to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueremain closed.

Lock-Up. The Holders who receive Notwithstanding any registration of the Registerable Securities under this Section 6.1, each Shareholders hereby agrees that the Shareholder (and any Shareholder's Rightsholder-successor) will not sell, assign, pledge, hypothecate or otherwise transfer any Registerable Securities for a period of six months following the Effective Time (the "Lock Up"); provided, however, that, subject to applicable federal securities laws, (i) an aggregate of 21,429 shares of Parent Preferred Stock issued as Merger Consideration pursuant to this Agreement (or the shares of Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of issuable upon conversion into such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other aggregate 21,429 shares of Parent Common Preferred Stock) shall be exempt from the Lock Up, (ii) during the period commencing two months following the Effective Time and ending four months following the Effective Time, each Shareholder (and any Shareholder's Rightsholder-successor) may sell up to one-third of the Registerable Securities (in this case, Parent Preferred Stock issued that the Shareholder received as Merger Consideration pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of and/or Parent Common Stock received upon conversion of Parent Preferred Stock received as Merger Consideration pursuant to this Agreement) of the Shareholder (iand all of the Shareholder's Rightsholder-successors) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or and (iii) transferred during the period commencing four months following the Effective Time and ending six months following the Effective Time, each Shareholder (or the Shareholder's Rightsholder-successor) may sell up to partnersan additional one-third of the Registerable Securities (in this case, members, stockholders or affiliates of a Holder, provided Parent Preferred Stock that the Holder is a partnershipShareholder received as Merger Consideration pursuant to this Agreement and/or Parent Common Stock received upon conversion of Parent Preferred Stock received as Merger Consideration pursuant to this Agreement) of the Shareholder (and all of the Shareholder's Rightsholder-successors); further, limited liability company or corporation; provided, however, that it the Lock Up will automatically expire if, at any time during the term of the Lock Up, the closing price of Parent Common Stock, as reported by The Nasdaq Stock Market, Inc. ("Nasdaq") (or, if Parent Common Stock is no longer listed on Nasdaq, by any exchange or other nationally recognized source of stock quotations, such as the National Association of Securities Dealers, Inc.'s Electronic Bulletin Board or the Pink Sheets), shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition equal or exceed $20.00 for valuetwenty consecutive trading days.

Lock-Up. The Holders who receive shares In connection with the first Public Offering of Parent Common Stock as part Shares, no holder of Shares shall Transfer any Shares for a period beginning seven (7) days immediately preceding the date upon which the Company in good faith believes that the relevant registration statement shall become effective, and ending on the one hundred eightieth (180th) day (or, at the discretion of the Initial Common Considerationunderwriter, Initial Option Payment or Initial Warrant Payment may not, such lesser period) following the effectiveness of such registration statement with respect to fifty percent (50%) such Public Offering without the prior written consent of the aggregate number of shares of Parent Common Stock issued as part underwriters managing the offering, and at the request of the Initial Common Considerationunderwriter, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any each holder of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or Shares shall enter into any swap or other arrangement that transfers an agreement to another, in whole or in part, any of such effect with the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationunderwriter; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (Section 3.14 shall not prohibit any Permitted Transfers, provided that the Permitted Transferee agrees to be bound by the terms of this Agreement, including this Section 2.5(i)3.14. In connection with a Public Offering initiated pursuant to Section 3.2 hereof, at the request of the initiating Stockholder, no holder of Shares shall Transfer any Shares without the prior written consent of the underwriters managing the offering. The request made by the initiating Stockholder pursuant to this clause (b) shall not be made within sixty (60) days of the expiration of any other contractual lock-up period (which 60 day period shall be increased by the number of days the Company's xxxxxxx xxxxxxx window has been closed during such 60-day period) and there shall expire ninety (90) days (or such shorter period to which the underwriter shall agree) following the effectiveness of the registration statement with respect to such public offering. At the request of the underwriter, such holder of Shares shall enter into an agreement with the underwriter to the effect of the foregoing. The provisions of this Section 3.14(b) shall not be no further transfer applicable to Permitted Transferees of any Holder who are shareholders, partners or members, respectively, of such shares except Holder, who in accordance each case, received Shares after the initial Public Offering and not otherwise during any lock-up period, (ii) any Holder more than once during any calendar year, (iii) any Holder (other than the Company's directors and officers ) that is not provided the opportunity to include Shares in such Public Offering on a pro rata basis with all holders according to the total amount of Registrable Securities then owned by such holder, and (iv) any Holder who holds less than 5% of the Company's outstanding common stock, other than the Company's directors and officers. MISCELLANEOUS Appointment of the Management Proxy. Each of the Management Stockholders (other than any Executive Stockholder) hereby appoints Xxxxx Xxxxxxxx (the "Management Proxy") as the agent, proxy, and attorney-in-fact for the Management Stockholders (including, without limitation, full power and authority to act on the Management Stockholders' behalf) to take any action, should the Management Proxy elect to do so in his sole discretion: (i) to vote on all matters to be voted on under this Agreement, (ii) to receive all notices on behalf of each Management Stockholder, (iii) to execute and provided further that deliver on behalf of the Management Stockholders any amendment to this Agreement so long as such transfer amendments shall apply to all Management Stockholders and (iv) to take all other actions to be taken by or on behalf of the Management Stockholders as a group and exercise any and all rights which the Management Stockholders are permitted or required to do or exercise under this Agreement other than exercise any rights with respect to investment decisions set forth in Sections 2.1(c), 2.3, 2.5, 2.7 or 3.3 hereof. Each of the Management Stockholders hereby agrees not involve to assert any claim against, and agrees to indemnify and hold harmless, the Management Proxy from and against any and all losses incurred by the Management Proxy or any of his Affiliates, partners, employees, agents, investment bankers or representatives, or any Affiliate of any of the foregoing, relating to the Management Proxy's capacity as the Management Proxy other than such claims or losses resulting from the Management Proxy's gross negligence or willful misconduct. By execution hereof, Xxxxx Xxxxxxxx hereby agrees to act as Management Proxy until such time as a disposition for valuenew Management Proxy is elected by the majority in interest of the Management Stockholders.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Each Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwisehereby agrees, for a the period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable beginning on the date of issuance. The this Agreement and ending on the earlier of (i) the date of the Final Closing and (ii) the date of the termination of this Agreement pursuant to Section 1.5(b), that it shall not sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, assign, transfer or establish or increase a put equivalent position or liquidate or decrease a call equivalent position, directly or indirectly (each such transfer, a “Transfer”), all or any of its Subject Notes or Shares (or any right related thereto, including any voting or consent rights associated with such Subject Notes or Shares), except that the foregoing restriction shall not apply to a sale of Subject Notes if the transferee thereof executes and delivers to the Company at or prior to the time of the relevant Transfer an assumption agreement (“Assumption Agreement”) substantially in the form set forth in Exhibit B hereto (each such transferee becoming, upon the sale, a Holder hereunder, which Holder will, for the avoidance of doubt and subject to the terms hereof, assume the obligations hereunder to deliver the related Subject Notes on any applicable Initial Closing, Subsequent Closing or Final Closing and the transferring Holder will be released from such obligations). Notwithstanding the foregoing, the Holder may (a) Transfer shares of Parent Common Stock acquired in the Qualified Public Offering or in open market transactions on or after the Qualified Public Offering and (b) Transfer Subject Notes to the Company in accordance with Section 4.2. In addition, Holders may not engage in any Transfer starting at the close of business on a date not more than 15 days before the date of the anticipated commencement of a bona fide roadshow for the Qualified Public Offering (which date is notified by the Company in writing to such Holder before such date) and ending on the earlier of (i) transferred as a bona fide gift or giftsthe initial settlement date of the Qualified Public Offering, (ii) transferred to 21 days (or, if such roadshow includes in-person meetings in any trust for jurisdiction outside the direct or indirect benefit United States, 30 days) after the first day of a Holder or the immediate family of a Holder or such roadshow and (iii) transferred 15 days after such notification by the Company if the roadshow has not commenced by such date. The Company will take measures to partners, members, stockholders ensure that none of Wengen or affiliates of a Holderthe IFC Investors will Transfer any Common Stock in the Qualified Public Offering or during the period from the date hereof until the Final Closing, provided that (x) Wengen or the Holder is a partnershipIFC Investors may Transfer any Common Stock before the Qualified Public Offering, limited liability company or corporation; provided, however, that it shall be a condition to the transfer that if the transferee execute thereof agrees to similar restrictions on Transfer in advance of the Final Closing; and (y) if the Company’s leverage (computed by dividing “Consolidated Total Indebtedness” by “EBITDA,” as such terms are defined in the Indenture), as adjusted for any primary net proceeds raised in the Qualified Public Offering, is below 4.0x, Wengen and/or the IFC Investors may Transfer Common Stock in the Qualified Public Offering in an agreement stating amount that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueexceed 15% of the total gross proceeds raised in the Qualified Public Offering.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of Purchaser hereby agrees that during the Initial Common ConsiderationLock-Up Period, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, Purchaser will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including Securities or securities convertible into or exchangeable or exercisable for any shares of capital stock of Parent subsequently received in Securities, without the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock prior written consent of the Parent on, of or affecting Company. The “Lock-Up Period” with respect to any Securities shall mean the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable starting on the date hereof and ending upon the earliest of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or giftsthe date that is 9 (nine) months after the issuance of such Securities, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or November 20, 2012, (iii) transferred a tender offer having been placed for the Common Stock of the Company that is intended to partnerstake control of the management of the Company, members(iv) Xx. Xxxx Xxxxx Rocha selling any Common Stock owned by him or notifying the Company of his resignation from his position as the Chief Executive Officer of the Company, stockholders (v) any petition for bankruptcy, reorganization or affiliates arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a Holder, provided meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Holder Board of Directors pursuant to the Investor’s Rights Agreement and after which meeting (or action) there is a partnership, limited liability company or corporation; provided, however, that it no Investor Director. The following legend shall be a condition affixed to any certificate representing the transfer that Securities until the transferee execute an agreement stating that the transferee is receiving and holding Lock-Up Period with respect to such capital stock subject to the provisions of this Agreement securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (including this Section 2.5(i)THE “LOCK-UP”) and there shall be no further transfer of such shares except in accordance with this AgreementPURSUANT TO A SECURITIES PURCHASE AGREEMENT, and provided further that any such transfer shall not involve a disposition for valueDATED AS OF AUGUST __, 2011, COPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 2010, OR SOONER, UNDER CERTAIN CIRCUMSTANCES.

Lock-Up. The Holders who receive (a) Subject to the exceptions set forth in this Article X, the holders of common stock, par value $0.0001 per share, of the Corporation (“Common Stock”), issued after the adoption of these Bylaws (a) to the former holders of capital stock of Xxxxxx Computing, Inc. (“Legacy Xxxxxx” and such holders “Legacy Holders”) (x) as consideration in connection with the merger of Tigre Merger Sub, Inc. (“Merger Sub”), with and into Legacy Xxxxxx (the “Merger”) pursuant to that certain Business Combination Agreement (as amended from time to time in accordance with its terms, the “Business Combination Agreement”), dated as of September 6, 2023, by and among the Corporation (at the time named Xxxxxxxx Acquisition Corp.), Merger Sub and Legacy Xxxxxx or (y) in respect of any options or warrants to purchase shares of Parent Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Common Stock, or any interest in any of the foregoing which as of or immediately following the effective time of the Merger are owned directly by the Legacy Holders (including holding as a custodian) or with respect to which such Legacy Holder has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission or (b) to the former holders of stock options or other equity awards of Legacy Xxxxxx (“Legacy Options and Awards”) upon the settlement or exercise of stock options or other equity awards issued in respect of the conversion of Legacy Options and Awards pursuant to the Business Combination Agreement (the shares of Common Stock as part described in clauses (a) and clause (b) above, together, the “Lock-Up Shares” and such holders of Lock-Up Shares, the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment “Lock-Up Holders”) may not, with respect prior to fifty percent (50%) the end of the aggregate number of shares of Parent Common Stock issued Lock-Up Period (as part of the Initial Common Consideration, Initial Option Payment defined below) (i) directly or Initial Warrant Paymentindirectly, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any Lock-Up Shares, or any options or warrants to purchase any option Lock-Up Shares or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or ii) enter into any swap or hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Parent Common Stockany Lock-Up Shares, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply is expressly agreed to preclude each Lock-Up Holder from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Lock-Up Holder’s Lock-Up Shares even if such shares of Parent Common Stock would be disposed of by someone other than the Lock-up Holder during the Lock-up Period. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (iincluding, without limitation, any put or call option) transferred as a bona fide gift or gifts, (ii) transferred with respect to any trust for of the direct Lock-Up Holder’s Lock-Up Shares or indirect benefit with respect to any security that includes, relates to, or derives any significant part of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of its value from such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueof Common Stock.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Each Offshore Selling Shareholder that is acquiring the LKCO Ordinary Shares under this Agreement hereby agrees that, without the prior written consent of the Initial Common ConsiderationIssuer, Initial Option Payment or Initial Warrant Payment may it will not, with respect to fifty percent (50%) during the period commencing on the issuance of the aggregate number of shares of Parent Common Stock issued as part of LKCO Ordinary Shares to the Initial Common ConsiderationOffshore Selling Shareholders and ending two hundred and seventy (270) days thereafter the Closing Date (the “Restricted Period”), Initial Option Payment or Initial Warrant Payment, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of LKCO Ordinary Shares or any other securities convertible thereto or exercisable or exchangeable therefor (collectively, the “Securities”) beneficially owned (as such shares of Parent Common Stock issued to the Holder term is used in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock Rule 13d-3 of the Parent on, of or affecting Securities Act) by such Offshore Selling Shareholder on the Parent Common Stock)Closing Date, or publicly announce the intention to do any of the foregoing or (2) 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 Parent Common StockSecurities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Parent Common Stock the Securities or such other securitiessecurities of the Issuer, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction sentence shall not apply to shares (a) transactions relating to the Securities or other securities of Parent Common Stock the Issuer acquired in open market transactions after the Closing Date, provided that no filing under Section 16(a) of the Securities Act shall be required or shall be voluntarily made in connection with subsequent sales of the Securities or other securities of the Issuer acquired in such open market transactions, (ib) transferred transfers of the Securities as a bona fide gift or giftsthrough will or intestacy, (iic) transferred if any Offshore Selling Shareholder that is acquiring the LKCO Ordinary Shares under this Agreement is a partnership, limited liability company or corporation, transfers or distributions of the Securities to limited partners, stockholders or “affiliates” (as such term is defined in Rule 12b-2 under the Securities Act) of such Offshore Selling Shareholder, (d) transfers of any Securities to any immediate family member of such Offshore Selling Shareholder, to any trust for the direct or indirect benefit of a Holder such Offshore Selling Shareholder or the any immediate family member of such Offshore Selling Shareholder, or to any entity beneficially owned and controlled by such Offshore Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (b), (c) or (d), (i) each donee, distributee or transferee shall assume the same lock-up restrictions as provided in this Section 6.15 and (ii) no filing under Section 16(a) of the Securities Act, reporting a reduction in beneficial ownership of the Securities, shall be required or shall be voluntarily made in respect of the transfer or distribution during the Restricted Period, (e) the establishment of a Holder trading plan pursuant to Rule 10b5-1 under the Securities Act for the transfer of the Securities or (iiif) transferred award by the Purchaser to partners, members, stockholders or affiliates employees of a Holderthe rights associated with the ordinary shares held by the Purchaser as share incentives, provided that (i) such plan under (e) or award under (f) does not provide for the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition transfer of the Securities during the Restricted Period and (ii) to the transfer that extent a public announcement or filing under the transferee execute an agreement stating that Securities Act, if any, is required regarding the transferee is receiving and holding establishment of such capital stock subject plan or award, such announcement or filing shall include a statement to the provisions effect that no transfer of the Securities may be made under such plan or pursuant to or as a result of such award during the Restricted Period. In addition, each Offshore Selling Shareholder that is acquiring the LKCO Ordinary Shares under this Agreement (including agrees that, without the prior written consent of the Issuer, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any Securities or publicly announce the intention to do any of the foregoing. Each Offshore Selling Shareholder that is acquiring the LKCO Ordinary Shares under this Section 2.5(i)) Agreement also agrees and there shall be no further consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of such shares Offshore Selling Shareholder’s Securities except in accordance compliance with this Agreement, the foregoing restrictions and provided further except that any the Selling Shareholder’s Securities shall contain a restricted legend indicating such transfer shall not involve a disposition for value.lock up agreement set forth on such share certificate in the form directed by the Purchaser. 39

Lock-Up. The Holders who receive shares During the period commencing on and including the date hereof and ending on and including the sixtieth (60th) day following the date of Parent Common Stock as part this Agreement, (the “Lock-Up Period”) the Company will not, without the prior written consent of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment BofA and Xxxxx (which consent may not, with respect to fifty percent (50%) be withheld at the sole discretion of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common ConsiderationBofA and Xxxxx), Initial Option Payment directly or Initial Warrant Payment, indirectly offer, sell (including, without limitation, any short sale), assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendestablish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise transfer or dispose of, directly or indirectlyannounce the offering of, or file any registration statement under the Securities Act in respect of, any of such shares of Parent Common Stock, options, rights or warrants to acquire Common Stock issued or securities exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Holder in connection with Merger I (including Stock) or publicly announce any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or enter into any swap or other arrangement that transfers intention to another, in whole or in part, do any of the economic consequences of ownership of the Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationforegoing; provided, however, that it shall be a condition the Company may (i) issue Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described in the General Disclosure Package; (ii) issue Common Stock pursuant to the transfer conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the General Disclosure Package; (iii) issue Common Stock or securities exercisable for, convertible into or exchangeable for Common Stock in connection with any acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided that in the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions case of this Agreement clause (including this Section 2.5(iiii)) , that such issuances shall not be greater than 7% of the total outstanding shares of the Company immediately following the initial closing hereunder and there shall be no further transfer the recipients of such shares except of Common Stock agree to be bound by a lockup letter in accordance with this Agreementthe form executed by directors, officers and certain stockholders pursuant to Section 4(l) hereof; and (iv) file any registration statement on Form S-3, provided further that no securities are issued pursuant to any such transfer shall not involve a disposition for valueregistration statement during the Lock-Up Period.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment may Seller will not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Paymentwithout Buyer’s prior written consent, offer, pledge, sell, contract to sell, sell pledge or otherwise dispose of or enter into any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendtransaction which is designed to, or otherwise transfer might reasonably be expected to, result in the disposition (whether by actual disposition or dispose ofeffective economic disposition due to cash settlement or otherwise) by Seller, directly or indirectly, any of such shares of Parent Common Stock issued to including the Holder in connection with Merger I filing (including any shares of capital stock of Parent subsequently received or participation in the event filing) of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock registration statement with the Securities and Exchange Commission (other than a registration statement relating to employee benefit plans of the Parent on, of or affecting the Parent Common Stock)Company) in respect of, or enter into any swap establish or other arrangement that transfers to another, in whole increase a put equivalent position or in part, any liquidate or decrease a call equivalent position within the meaning of Section 16 of the economic consequences Securities Exchange Act of ownership 1934, as amended, and the rules and regulations of the Parent Common StockSecurities and Exchange Commission promulgated thereunder with respect to, whether the Equity Consideration, or publicly announce an intention to effect any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwisetransaction, for a period ending on the eighteen (18) month anniversary of thirty (30) calendar days after the Closing Date for twenty(the “Lock-five percent (25%) Up Period”), other than transfers of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent or Common Stock (i) transferred equivalents as distribution to members of Seller or a bona fide gift or giftsby will or intestacy, (ii) transferred including transfers to any a trust for where the direct or indirect benefit beneficiaries of the trust are drawn solely from a Holder or the group consisting of members of Seller and immediate family members of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holdersuch member, provided that each transferee of shares of Common Stock or Common Stock equivalents expressly agrees to be bound by this Section 7.06. Notwithstanding the Holder is a partnershipforegoing, limited liability company or corporation; providedone-third of the number shares of Common Stock subject to this Section 7.06, howeveron each six (6) month anniversary of the Closing Date, that it shall be a condition to released from the transfer that the transferee execute an agreement stating that the transferee is receiving restriction contained in this Section 7.06 and holding such capital stock no longer subject to the provisions Lock-Up Period. Buyer and Seller acknowledge that it is the intention of this Agreement (including Seller to distribute shares of Common Stock released from the restrictions contained in this Section 2.5(i)) and there shall be no further transfer 7.06 to its members and, accordingly, Buyer agrees to cooperate with Seller to register such shares of Common Stock in the name of such shares except member upon request by Seller. Buyer will, in accordance with its sole discretion, have the ability to waive or terminate the restrictions contained in this Agreement, and provided further that any such transfer shall not involve a disposition for valueSection 7.06.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Without the prior writ ten consent of the Initial Common Consideration------- Company, Initial Option Payment the Investor may not transfer or Initial Warrant Payment otherwise dispose of any Securities prior to January 31, 2000. After such date, the Investor may not, only transfer or otherwise dispose of Securities (including pursuant to the Registration Rights Agreement) in a transaction in which Securities are being transferred by Persons (which may include the Investor) holding a majority in interest of the then outstanding Securities (with respect to fifty percent the Warrants, based on the number of Warrant Shares for which the Warrants are then exercisable) (50%the "Majority Holders"). Any such transaction is referred to herein as a "Permitted Transaction". Subject to any applicable restrictions set forth in the Registration Rights Agreement, upon notice from the Majority Holders of a proposed Permitted Transaction, each other Person which then holds Securities (a "Permitted Holder") shall be entitled to, and upon request by the Majority Holders will (and the Company may, by notice to the Majority Holders, require that the Majority Holders so request), transfer in such Permitted Transaction, on the same terms as those on which the Majority Holders are transferring Securities, the same portion of such Permitted Holder's Securities as the portion of the aggregate Securities then held by the Majority Holders being transferred in such Permitted Transaction ; provided, that if the purchaser(s) in such Permitted Transaction (the "Permitted Transaction Purchasers") desire to purchase less than all of the Securities to be sold in such Permitted Transaction in accordance with this Section 5.3, the number of shares of Parent Common Stock issued as part of Securities to be so sold shall be reduced to the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any number of such shares Securities to be purchased by the Permitted Transaction Purchasers, on a pro rata basis with respect to each Person selling Securities in such Permitted Transaction (each such Person, a "Permitted Transaction Seller"), based on the number of Parent Common Stock issued Securities then held by such Permitted Transaction Seller (with respect to any Warrants held by a Permitted Transaction Seller, based on the number of Warrant Shares for such Warrants are then exercisable) relative to the Holder number of Securities then held by all Permitted Transaction Sellers. Notwithstanding the foregoing, the restrictions on transfer set forth in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction Section 5.3 shall not apply to shares of Parent Common Stock any (i) transferred as a bona fide gift transfer or gifts, (ii) transferred other disposition of Securities by the Investor to any trust for Permitted Transferee (provided any such Permitted Transferee agrees in writing to be bound by the direct or indirect benefit first sentence of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it shall be a condition this Section 5.3 to the transfer that extent applicable to the transferee execute an agreement stating that the transferee is receiving Investor and holding such capital stock subject to the provisions of this Agreement Section 5.3 applicable to a Permitted Holder), (including this Section 2.5(i)ii) and there shall be no further transfer any bona- fide pledge of, or grant of a security interest in, any Securities to any senior creditor of Sneaker as of immediately prior to the Closing, or any foreclosure upon, or sale or other disposition of, such Securities by such creditor or any assignee or transferee of the claim or interest of such shares except in accordance with this Agreementcreditor pursuant to any debt restructuring agreement, and provided further that or any such transfer shall not involve agent acting for any of the foregoing, or (iii) any sale of Securities after January 31, 2000 pursuant to a disposition for valuepublic offering or otherwise on a public trading market.

Lock-Up. The Holders who receive shares of Parent Common Stock as part During the period commencing on the Closing Date and ending on the twelve (12) month anniversary of the Initial Common ConsiderationClosing Date (the “Lock-Up Period”), Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) without the prior approval of the aggregate number Board of shares of Parent Common Stock issued as part Directors of the Initial Common ConsiderationCompany, Initial Option Payment or Initial Warrant Payment, the Purchaser shall not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendfor the sale of, or otherwise dispose of or transfer or dispose of, directly or indirectly, any of such the Shares (together with (a) any shares of Parent Common Stock issued to the Holder in connection with Merger I respect thereof as a result of any stock split, stock dividend, share exchange, merger, consolidation or similar recapitalization and (including b) any shares of capital stock Common Stock issued as (or issuable upon the exercise of Parent subsequently received any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange or in replacement of, the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of Shares) (the Parent on, of or affecting the Parent Common Stock“Lock-Up Securities”), including, without limitation, any “short sale” or similar arrangement, or (ii) enter into any swap or any other arrangement agreement or any transaction that transfers to anothertransfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Parent Common StockShares, whether any such swap or transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporation; provided, however, that it the foregoing shall be a condition not prohibit the Purchaser or its Affiliates from transferring Lock-Up Securities to an Affiliate of the transfer that the Purchaser if such transferee execute Affiliate executes an agreement stating that with the transferee is receiving Company to be bound by the restrictions set forth in Sections 10.1 and holding such capital stock subject to the provisions of this Agreement (including 10.2. Notwithstanding any other provision herein, this Section 2.5(i10.2 shall not prohibit or restrict any disposition of Lock-Up Securities by the Purchaser in connection with (1) a bona fide tender offer by a Person other than the Purchaser involving a Change of Control of the Company (as defined below), which has not been rejected by the Company’s Board of Directors, (2) and there shall be no further transfer an issuer tender offer by the Company, or (3) the Company’s public announcement of such shares except in accordance with a definitive agreement to consummate an Acquisition Transaction. For the purposes of this Agreement, a “Change of Control” means the transfer, in one transaction or a series of related transactions, as a result of which any Person or group of Persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and provided further that any such transfer shall not involve a disposition for value13d-5 of the Exchange Act) of more than 50% of total voting power of the voting securities of the Company.

Lock-Up. The Holders who receive shares In connection with the first (and, for the avoidance of Parent Common Stock as part doubt, only the first) public/underwritten offering (regardless of the Initial Common Considerationwhether such offering is a primary or secondary offering and including an Underwritten Shelf Takedown), Initial Option Payment or Initial Warrant Payment may each Qualified Holder agrees that it shall not, with respect to fifty percent during the 60 days after the pricing (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration“Lock-Up Period”), Initial Option Payment directly or Initial Warrant Paymentindirectly, offer, pledge, assign, encumber, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any of such shares of Parent Common Stock their Acquired Equity Securities, Granted Equity Securities or Equity Securities issued to the such Qualified Holder in connection with Merger I (including any shares of capital stock of Parent subsequently received in the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock of the Parent on, of or affecting the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred Structuring Fee to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationPerson; provided, however, that it the Lock-Up Period shall be a condition not apply to the transfer that following: (i) the transferee execute an agreement stating that Equity Securities issued to a Commitment Party in exchange for such party’s Unsecured Notes under the transferee is receiving and holding such capital stock subject Plan (i.e., the 1145 exempt Equity Securities); (ii) resales of a maximum of 15% of the applicable Commitment Party’s Equity Securities as of the Closing Date pursuant to the provisions Resale Registration Statement; (iii) a tender offer for the Equity Securities approved by the Board of this Agreement Directors of the Issuer; (including this Section 2.5(i)iv) sales to the Issuer pursuant to an authorized share repurchase program in accordance with Rule 10b5-1 under the Exchange Act; (v) Registrable Securities included in the Underwritten Shelf Takedown; (vi) transfers of Equity Securities between affiliate entities of a Commitment Party; or (vii) sales of Equity Securities pursuant to such registered offering. For the avoidance of doubt, (a) the Lock-Up Period shall not apply to any Equity Securities sold under one or more exemptions from registration under the Securities Act, but shall apply to sales on the Oslo Stock Exchange and (b) before the commencement of, and after the termination or expiration of, the Lockup Period, there shall be no further transfer restrictions on the ability of such shares except any Qualified Holder to resell its Registrable Securities through the Resale Registration Statement in accordance with this non-underwritten offerings. The Lock-Up Period may be extended for up to an additional 30 days (for an aggregate of 90 days), at the reasonable request of the managing underwriters/ lead book-runner/ manager. The holders of General Unsecured Claims shall be subject to the Lock-up and any other lock-up applicable to the Commitment Parties under the Registration Rights Agreement, and provided further that any such transfer shall not involve a disposition for value.

Lock-Up. The Holders who receive shares of Parent Common Stock as part of Purchaser hereby agrees that during the Initial Common ConsiderationLock-Up Period, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, Purchaser will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, pledge or otherwise transfer or dispose of, directly or indirectly, any of such shares of Parent Common Stock issued to the Holder in connection with Merger I (including Securities or securities convertible into or exchangeable or exercisable for any shares of capital stock of Parent subsequently received in Securities, without the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock prior written consent of the Parent on, of or affecting Company. The “Lock-Up Period” with respect to any Securities shall mean the Parent Common Stock), or 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 Parent Common Stock, whether any such transaction described above is to be settled by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement will be freely transferable starting on the date hereof and ending upon the earliest of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or giftsthe date that is 9 (nine) months after the issuance of such Securities, (ii) transferred to any trust for the direct or indirect benefit of a Holder or the immediate family of a Holder or November 20, 2012, (iii) transferred a tender offer having been placed for the Common Stock of the Company that is intended to partnerstake control of the management of the Company, members(iv) Xx. Xxxx Xxxxx Rocha selling any Common Stock owned by him or notifying the Company of his resignation from his position as the Chief Executive Officer of the Company, stockholders (v) any petition for bankruptcy, reorganization or affiliates arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a Holder, provided meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Holder Board of Directors pursuant to the Investor’s Rights Agreement and after which meeting (or action) there is a partnership, limited liability company or corporation; provided, however, that it no Investor Director. The following legend shall be a condition affixed to any certificate representing the transfer that Securities until the transferee execute an agreement stating that the transferee is receiving and holding Lock-Up Period with respect to such capital stock subject to the provisions of this Agreement securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (including this Section 2.5(i)THE “LOCK-UP”) and there shall be no further transfer of such shares except in accordance with this AgreementPURSUANT TO A SECURITIES PURCHASE AGREEMENT, and provided further that any such transfer shall not involve a disposition for valueDATED AS OF AUGUST _____, 2011, COPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 2010, OR SOONER, UNDER CERTAIN CIRCUMSTANCES.

Lock-Up. The Holders who receive shares of Parent Common Stock as part Purchaser agrees that it will not, during the period specified in the following paragraph (the “Lock-Up Period”), without the prior written consent of the Initial Common ConsiderationCompany, Initial Option Payment or Initial Warrant Payment may not, with respect to fifty percent (50%i) of the aggregate number of shares of Parent Common Stock issued as part of the Initial Common Consideration, Initial Option Payment or Initial Warrant Payment, offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase any option or contract to sell, grant make any optionshort sale, right lend or warrant otherwise dispose of any ADSs or Ordinary Shares (including without limitation the Purchased Shares and Ordinary Shares that the Purchaser purchases from certain existing shareholders of the Company pursuant to purchase, lenda Shares Purchase Agreement dated as of the date hereof (the “Secondary Shares”)) or any securities of the Company that are substantially similar to the ADSs or Ordinary Shares of the Company, or otherwise transfer any options or dispose ofwarrants to purchase any ADSs or Ordinary Shares of the Company, or any securities convertible into, exchangeable for or that represent the right to receive ADSs or Ordinary Shares of the Company, whether now owned or hereinafter acquired, owned directly or indirectly, any of such shares of Parent Common Stock issued to by the Holder in connection with Merger I Purchaser (including any shares of capital stock of Parent subsequently received in holding as a custodian) or with respect to which the event of a stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of capital stock Purchaser has beneficial ownership within the rules and regulations of the Parent on, of or affecting SEC (collectively the Parent Common Stock“Purchaser’s Shares”), or enter into (ii) make any swap demand for or other arrangement that transfers exercise any right (including registration rights) with respect to another, in whole or in part, the registration of any securities of the economic consequences of ownership Company or any securities convertible into or exercisable or exchangeable for any securities of the Parent Common StockCompany. Notwithstanding the foregoing, whether any such transaction described above is the Purchaser may transfer the Purchaser’s Shares to a direct or indirect wholly-owned subsidiary of the Purchaser that shall be settled bound by delivery of Parent Common Stock or such other securities, in cash or otherwise, for a period of thirty (30) calendar days after the Closing Date for twenty-five percent (25%) of such shares and a period of sixty (60) calendar days after the Closing Date for an additional twenty-five percent (25%) of such shares. All other shares of Parent Common Stock issued pursuant to this Agreement as if such subsidiary were a party. The initial Lock-Up Period will be freely transferable commence on the date of issuance. The foregoing restriction shall not apply to shares of Parent Common Stock (i) transferred as a bona fide gift or gifts, (ii) transferred to any trust this Agreement and continue for 180 days after the direct or indirect benefit of a Holder or public offering date set forth on the immediate family of a Holder or (iii) transferred to partners, members, stockholders or affiliates of a Holder, provided that the Holder is a partnership, limited liability company or corporationFinal Prospectus; provided, however, that it shall be if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or announces material news or a condition material event or (2) prior to the transfer expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the transferee execute an agreement stating that 15-day period following the transferee is receiving and holding last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Company waives, in writing, such capital stock subject to the provisions of this Agreement (including this Section 2.5(i)) and there shall be no further transfer of such shares except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for valueextension.