Common use of Agreement to Lock-Up Clause in Contracts

Agreement to Lock-Up. Transferee hereby agrees that it will not, without the prior written consent of the managing underwriter (in connection with an IPO), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction), during the period commencing on the date of (a) the effectiveness of the registration statement for the IPO or Direct Listing or (b) the closing of the SPAC Transaction, and ending on the date specified by the Company or the managing underwriter (for an IPO), the Company (for a Direct Listing) or the Company and the SPAC (for a SPAC Transaction) (such period not to exceed 180 days), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock or other equity securities (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital), whether such shares or any such securities are then owned by the Transferee or are thereafter acquired, or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that reasonably could be expected to, lead to or result in a sale or disposition (whether by the Transferee or someone other than the Transferee), or a transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of such securities, whether or not any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock, the common stock or share capital of the SPAC or other securities, in cash, or otherwise. The foregoing provisions of this Section 6(b) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement in an IPO. The underwriters in connection with an IPO, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Section 6(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Transferee further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters (in connection with an IPO), the Company (in connection with a Direct Listing), and the Company or the SPAC (in connection with a SPAC Transaction) that are consistent with this Section 6(b) or that are necessary to give further effect thereto. Stop-Transfer Instructions. Transferee agrees that, in order to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company acts as its own transfer agent, it may make appropriate notations to the same effect in its own records. The Company will not be required (a) to transfer on its books any Transferred Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Transferred Shares, or to accord the right to vote or pay dividends, to any Transferee to whom such Transferred Shares have been so transferred. Transferee further understands and agrees that the Company shall require written assurances, in form and substance satisfactory to counsel for the Company (which may include a requirement that Transferee’s counsel provide a legal opinion acceptable to the Company) and a transfer fee to be paid to the Company, before the Company effects any future transfers of the Transferred Shares.

Agreement to Lock-Up. Transferee hereby agrees that it (a) Investor, each transferee of Investor’s shares of Common Stock as permitted under Section 4.1(b) and each Shareholder will not, without the prior written consent of the managing underwriter (in connection with an IPO), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction), during the period commencing on the date of (a) the effectiveness of the registration statement for the IPO or Direct Listing or (b) the closing of the SPAC Transaction, this Agreement and ending on the one-year anniversary of the date specified by of this Agreement (the Company or the managing underwriter “Lock-Up Period”): (for an IPO), the Company (for a Direct Listing) or the Company and the SPAC (for a SPAC Transaction) (such period not to exceed 180 days), (ia) lend; , 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; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock (or other equity securities of the Company; or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock or other securities of the Company, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. As of the date of this Agreement, Investor and each Shareholder owns the securities of the Company set forth next to his, her or its name on Schedule A hereto. (b) The provisions of Section 4.1(a) shall not apply to: (i) with respect to each Shareholder, transfers of shares of Common Stock (A) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or an Immediate Family Member of such Shareholder; or (B) by operation of law, such as pursuant to a qualified domestic order or as required by a divorce settlement (provided, however, that the transferee agrees to be bound in writing by the terms of this Agreement prior to such transfer, and such transfer shall not involve a disposition for value); (ii) with respect to each Shareholder, the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock during the Lock-Up Period; (iii) with respect to each Shareholder, transfers to the Company in connection with the “net” or “cashless” exercise of options or other rights to purchase shares of Common Stock granted pursuant to an equity securities (orincentive plan, stock purchase plan or similar arrangement approved by the Board in the case satisfaction of a SPAC Transactionany tax withholding obligations through cashless surrender or otherwise, provided, however, that any shares of the common stock Common Stock issued upon exercise of such option or other share capital rights shall remain subject to the terms of the SPAC or any securities convertible into or exercisable or exchangeablethis Lock-Up Agreement; or (iv) with respect to Investor and each Shareholder that is a corporation, directly or indirectlylimited liability company, for such common stock partnership, trust or other share capital)entity, whether such shares transfers to its shareholders, members, partners or trust beneficiaries as part of a distribution, or to any such securities are then owned corporation, partnership or other entity that is its Affiliate (provided, however, that the transferee agrees to be bound in writing by the Transferee or are thereafter acquired, or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that reasonably could be expected to, lead to or result in a sale or disposition (whether by the Transferee or someone other than the Transferee), or a transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of such securities, whether or not any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock, the common stock or share capital of the SPAC or other securities, in cash, or otherwise. The foregoing provisions of this Section 6(b) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement in an IPO. The underwriters in connection with an IPO, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Section 6(b) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Transferee further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters (in connection with an IPO), the Company (in connection with a Direct Listing), and the Company or the SPAC (in connection with a SPAC Transaction) that are consistent with this Section 6(b) or that are necessary to give further effect thereto. Stop-Transfer Instructions. Transferee agrees that, in order to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company acts as its own transfer agent, it may make appropriate notations to the same effect in its own records. The Company will not be required (a) to transfer on its books any Transferred Shares that have been sold or otherwise transferred in violation of any of the provisions terms of this Agreement or (b) prior to treat as owner of such Transferred Sharestransfer, or to accord the right to vote or pay dividends, to any Transferee to whom and such Transferred Shares have been so transferred. Transferee further understands and agrees that the Company transfer shall require written assurances, in form and substance satisfactory to counsel not involve a disposition for the Company (which may include a requirement that Transferee’s counsel provide a legal opinion acceptable to the Company) and a transfer fee to be paid to the Company, before the Company effects any future transfers of the Transferred Sharesvalue).

Agreement to Lock-Up. Transferee Each Key Holder hereby agrees that it will not, without the prior written consent of the managing underwriter (in connection with an IPO), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction)underwriter, during the period commencing on the date of (a) the effectiveness of final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement for the IPO on Form S-1 or Direct Listing or (b) the closing of the SPAC TransactionForm S-3, and ending on the date specified by the Company or and the managing underwriter (for an IPO), the Company (for a Direct Listing) or the Company and the SPAC (for a SPAC Transaction) (such period not to exceed 180 days(x) one hundred eighty (180) days in the case of the Company’s initial public offering (the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), or (y) ninety (90) days in the case of any registration other than the IPO, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (ia) lend; , 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; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Capital Stock (or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock or other equity securities (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital), whether such shares or any such securities of Capital Stock are then owned by the Transferee Key Holder or are thereafter acquired), or (iib) engage in enter into any hedging swap or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that reasonably could be expected to, lead transfers to or result in a sale or disposition (whether by the Transferee or someone other than the Transferee), or a transfer of any of the economic consequences of ownershipanother, in whole or in part, directly or indirectly, any of any shares the economic consequences of such securitiesownership of the Capital Stock, whether or not any such transaction described in clause (a) or arrangement (or instrument provided for thereunderb) would above is to be settled by delivery of Common Stock, the common stock or share capital of the SPAC Capital Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 6(b) 5 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement in an IPOagreement, and shall only be applicable to the Key Holders if all officers, directors and holders of more than five percent (5%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) are subject to the same restrictions. The underwriters in connection with an IPO, and the SPAC in a SPAC Transaction, IPO and/or other registration(s) are intended third-party beneficiaries of this Section 6(b) 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Transferee Each Key Holder further agrees to execute such agreements as may be reasonably requested by the Company or the underwriters (in connection with an IPO), the Company (in connection with a Direct Listing), and the Company or the SPAC (in connection with a SPAC TransactionIPO and/or other registration(s) that are consistent with this Section 6(b) 5 or that are necessary to give further effect thereto. Stop-Transfer Instructions. Transferee agrees that, in order to ensure compliance with Any discretionary waiver or termination of the restrictions imposed of any or all of such agreements by this Agreement, the Company may issue appropriate “stop-transfer” instructions or the underwriters shall apply pro rata to its transfer agentall holders of Capital Stock subject to such agreements, if any, and if based on the Company acts as its own transfer agent, it may make appropriate notations number of shares subject to the same effect in its own records. The Company will not be required (a) to transfer on its books any Transferred Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Transferred Shares, or to accord the right to vote or pay dividends, to any Transferee to whom such Transferred Shares have been so transferred. Transferee further understands and agrees that the Company shall require written assurances, in form and substance satisfactory to counsel for the Company (which may include a requirement that Transferee’s counsel provide a legal opinion acceptable to the Company) and a transfer fee to be paid to the Company, before the Company effects any future transfers of the Transferred Sharesagreements.

Agreement to Lock-Up. Transferee Each Stockholder hereby agrees that it will not, without the prior written consent of the managing underwriter (in connection with an IPO), the Company (in connection with a Direct Listing) or the SPAC (in connection with a SPAC Transaction)underwriter, during the period commencing on the date of (a) the effectiveness of final prospectus relating to the registration statement for Company’s first Qualified Public Offering after the IPO or Direct Listing or (b) the closing of the SPAC Transaction, date hereof and ending on the date specified by the Company or and the managing underwriter (for an IPO), the Company (for a Direct Listing) or the Company and the SPAC (for a SPAC Transaction) (such period not to exceed 180 days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (a) lend; , 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; , or otherwise transfer or dispose of, directly or indirectly, any shares of Common Capital Stock held immediately prior to the effectiveness of the registration statement for the Qualified Public Offering or (b) enter into any swap or other equity securities of the Company) or any securities convertible into or exercisable or exchangeable (directly or indirectly) for such Common Stock or other equity securities (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital), whether such shares or any such securities are then owned by the Transferee or are thereafter acquired, or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that reasonably could be expected to, lead transfers to or result in a sale or disposition (whether by the Transferee or someone other than the Transferee), or a transfer of any of the economic consequences of ownershipanother, in whole or in part, directly or indirectly, any of any shares the economic consequences of such securitiesownership of the Capital Stock, whether or not any such transaction described in clause (a) or arrangement (or instrument provided for thereunderb) would above is to be settled by delivery of Common Stock, the common stock or share capital of the SPAC Capital Stock or other securities, in cash, cash or otherwise. The foregoing provisions of this Section 6(b) 6 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Stockholder or the immediate family of the Stockholder, provided that the trustee of the trust agrees to be bound in an IPOwriting by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall only be applicable to the Stockholders if all officers, directors and holders of more than ten percent (10%) of the outstanding Common Stock (after giving effect to the conversion into Common Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in connection with an IPO, and the SPAC in a SPAC Transaction, Qualified Public Offering are intended third-party beneficiaries of this Section 6(b) 6 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Transferee Each Stockholder further agrees to execute such agreements as may be reasonably requested by the Company or underwriters in the underwriters (in connection with an IPO), the Company (in connection with a Direct Listing), and the Company or the SPAC (in connection with a SPAC Transaction) Qualified Public Offering that are consistent with this Section 6(b) 6 or that are necessary to give further effect thereto. Stop-Transfer Instructions. Transferee agrees that, in order to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company acts as its own transfer agent, it may make appropriate notations to the same effect in its own records. The Company will not be required (a) to transfer on its books any Transferred Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Transferred Shares, or to accord the right to vote or pay dividends, to any Transferee to whom such Transferred Shares have been so transferred. Transferee further understands and agrees that the Company shall require written assurances, in form and substance satisfactory to counsel for the Company (which may include a requirement that Transferee’s counsel provide a legal opinion acceptable to the Company) and a transfer fee to be paid to the Company, before the Company effects any future transfers of the Transferred Shares.