Common use of Lockups Clause in Contracts

Lockups. In connection with any underwritten offering of Shares, the IPO Entity and each Holder will agree (in the case of Holders, with respect to Registrable Securities respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (x) by the IPO Entity, if a majority of the Shares being sold in such offering are being sold for its account, and (y) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the Investors, each Holder in the case of an underwritten public offering shall enter into lock-up agreements with the managing underwriter(s) of such underwritten public offering in such form as agreed to by the Investors. The IPO Entity shall cause its executive officers, directors and managers (as applicable) and shall use reasonable best efforts to cause other Holders of Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) and any of the Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by Holders. Notwithstanding the foregoing, each Co-Investor shall not be subject to such lockup arrangements so long as such Co-Investor holds less than 1% of the then outstanding Capital Stock of the IPO Entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Lockups. In connection with any underwritten offering of SharesRegistrable Securities, the IPO Entity Registrant and each Holder will agree (in the case of Holders, with respect to Registrable Securities respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (x) by the IPO Entity, if a majority of the Shares being sold in such offering are being sold for its account, and (y) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the InvestorsPrincipal Stockholders, each Holder in the case of an underwritten public offering shall enter into lock-up lockup agreements with the managing underwriter(s) of such underwritten public offering in such form as agreed to by the InvestorsPrincipal Stockholders. The IPO Entity Registrant shall cause its executive officers, directors and managers (as applicable) and shall use reasonable best efforts to cause other Holders holders of Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) 5% or more of the then outstanding Common Stock of the Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Registrant or its wholly owned subsidiaries were exchanged for Shares) and holders of any of the Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by Holders. Notwithstanding the foregoing, each Co-Investor (i) Holders shall not be subject to such lockup arrangements unless such Holders had the right to participate in the offering and (ii) the Blackstone Entities and the BL Entities shall not be subject to such lockup arrangements so long as such Co-Investor holds they respectively hold less than 15% of the then outstanding Capital Common Stock of the IPO Entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Securities and Exchange CommissionRegistrant or its wholly owned subsidiaries were exchanged for Shares).

Lockups. In connection with any underwritten offering of SharesRegistrable Securities, to the extent required by the managing underwriter for such underwritten offering, the IPO Entity Company and each Holder will holder of Registrable Securities shall agree (in the case of Holdersany Investor, with respect to Registrable Securities respectively Shares held by themsuch Investor) to be bound by customary “lock-up” restrictions contained in the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) agreement that are agreed to by (xi) by all officers of the IPO EntityCompany and all members of the Board and (ii) (A) the Company, if a majority of the Shares being sold in such offering are being sold for its account, and account or (yB) by Holders holding a majority of Registrable Securities being sold by all Holdersthe applicable Requesting Holder, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the Investors, each Holder and that are not longer than 180 days in the case of an underwritten public offering the IPO or 90 days in the case of any subsequent Public Offering (it being understood that the foregoing shall bind such Persons described in the foregoing clauses (i) and (ii) in the same manner). The Company shall cause its executive officers and its directors to enter into lock-up agreements with the managing underwriter(s) of such underwritten public offering in such form as agreed to by the Investors. The IPO Entity shall cause its executive officers, directors and managers (as applicable) and shall use reasonable best efforts to cause other Holders of Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) and any of the Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup lock-up agreements executed by Holdersthe holders of Registrable Securities. Notwithstanding Pending execution and delivery of the foregoingrelevant underwriting agreement, each Coupon being notified of a proposed or requested underwritten offering with respect to which the piggyback rights described in this Agreement will apply, the Investors shall immediately be bound by, the “lock-Investor shall not be subject to such lockup arrangements up” provisions set forth in the underwriting agreement for the IPO as though they were then applicable for so long as such Co-Investor holds less than 1% of the then outstanding Capital Stock of the IPO Entity. Alight Inc. has proposed or requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commissionoffering is being pursued.

Lockups. In connection with any underwritten offering of SharesShares (whether or not participating in such offering), the IPO Entity Company and each Holder Securityholder will agree (in the case of HoldersSecurityholders, with respect to Registrable Securities respectively held by them) ), if requested by the managing underwriter or underwriters in such underwritten offering, to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of themthe Securityholders) that are substantially similar to the lockup restrictions agreed to (x) in connection with the IPO except that such restrictions shall be for a customary period specified by the IPO Entity, if a majority of the Shares being sold in such offering are being sold for its account, and managing underwriters or underwriters not to exceed (yi) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the Investors, each Holder in the case of an underwritten public the first registered offering shall enter of Shares following the IPO, 90 days following the date of the underwriting agreement entered into lock-up agreements in connection with the managing underwriter(s) of such underwritten public offering and (ii) thereafter, 60 days following the date of the underwriting agreement entered into in connection with such form as agreed to by the Investorsunderwritten offering. The IPO Entity Company shall use its reasonable best efforts to cause its executive officersofficers and directors (and managers, directors and managers (as if applicable) and shall use commercially reasonable best efforts to cause other Holders holders of Shares Common Stock participating in such offering who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) and any of the Shares participating in such offeringShares, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by Holdersthe Securityholders. Notwithstanding For the foregoingavoidance of doubt, this lockup obligation will fall away with respect to each Co-Investor Bank Holder once the Bank Holder’s rights and obligations under this Agreement terminate in accordance with Section 7.5 hereof. In addition, the Securityholders shall not be subject bound by their obligations with respect to such any lockup arrangements so long or other restrictions on transfer of Registrable Securities set forth in Section 3.8 hereof or the LLC Agreement, as such Co-Investor holds less than 1% of the then outstanding Capital Stock of the IPO Entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commissionapplicable.

Lockups. In connection with any underwritten offering of Shares, the IPO Entity and each Holder will agree (in the case of Holders, with respect to Registrable Securities respectively held by them) to be bound by the underwriting agreement’s lockup restrictions (which must apply in like manner to all of them) that are agreed to (x) by the IPO Entity, if a majority of the Shares being sold in such offering are being sold for its account, and (y) by Holders holding a majority of Registrable Securities being sold by all Holders, if a majority of the Shares being sold in such offering are being sold by Holders. If required by the Investors, each Holder in the case of an underwritten public offering shall enter into lock-up agreements with the managing underwriter(s) of such underwritten public offering in such form as agreed to by the Investors. The IPO Entity shall cause its executive officers, directors and managers (as applicable) and shall use reasonable best efforts to cause other Holders of Shares who beneficially own (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the date of this Agreement) and any of the Shares participating in such offering, to enter into lockup agreements that contain restrictions that are no less restrictive than the restrictions contained in the lockup agreements executed by Holders. Notwithstanding the foregoing, each Co-Investor shall not be subject to such lockup arrangements so long as such Co-Investor holds less than 1% of the then outstanding Capital Stock of the IPO Entity. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.