Common use of LOCK-UP UNDERTAKING Clause in Contracts

LOCK-UP UNDERTAKING. 7.1 The Vendor and the Vendor’s Guarantor, jointly and severally, irrevocably and unconditionally, undertake to, and covenant with, the Purchaser that for the period commencing from the date of allotment and issue of the relevant Consideration Shares and ending on the expiry of six (6) months from the date of allotment and issue of the relevant Consideration Shares, the Vendor (or its nominee) shall not, and the Vendor’s Guarantor shall procure the Vendor (or its nominee) not to, directly or indirectly, offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of any Consideration Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Consideration Shares) or enter into a transaction (including a derivative transaction) having an economic effect similar to that of a sale or enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Consideration Shares, whether any such transaction described above is to be settled by delivery of Consideration Shares or such other securities, in cash or otherwise or publicly announce any intention to offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise transfer or dispose of any Consideration Shares (or any securities convertible into or exchangeable for or which carry rights to subscribe or purchase Consideration Shares) or enter into any swap or similar agreement described above or deposit any Consideration Shares (or any securities convertible into or exchangeable for Consideration Shares) in any depositary receipt facility. 7.2 For the avoidance of doubt, the Vendor (or its nominee) shall be entitled to other rights and interests of the Consideration Shares, including voting rights and the right to receive all dividends, distributions and other payments attached to the Consideration Shares, notwithstanding the undertaking given under Clause 7.1.

LOCK-UP UNDERTAKING. 7.1 10.1 The Vendor right of DSC ED Holding, indirectly the right of the Executive Directors, to transfer the Special Shares is contractually restricted. Such restrictions can only be lifted in exceptional circumstances (e.g. severe sickness or death). 10.2 Under the shareholders’ agreement of DSC ED Holding, each of the shareholders affiliated with the Executive Directors, will be bound by a lock-up undertaking with regard to the Special Shares and the Vendor’s GuarantorOrdinary Shares of the Company. Such lock-up undertaking applies equally to DSC ED Holding and its shareholding in the Company. For the period of six months following the Business Combination Completion Date (the Lock-up period), jointly and severallyeach of the Executive Directors, irrevocably and unconditionally, undertake tothrough DSC ED Holding, and covenant with, the Purchaser that for the period commencing from the date of allotment and issue of the relevant Consideration Shares and ending on the expiry of six DSC ED Holding is not authorised to: (6a) months from the date of allotment and issue of the relevant Consideration Shares, the Vendor (or its nominee) shall not, and the Vendor’s Guarantor shall procure the Vendor (or its nominee) not to, directly or indirectly, offer, lendpledge, sell, contract to sell, pledgesell or grant any option, grant right, warrant or contract to purchase, exercise any option to sell, purchase any option or contract to sell, or lend or otherwise transfer or dispose of, directly or indirectly, any Special Shares, Ordinary Shares or other securities of any Consideration Shares (the Company or any securities convertible into or exercisable or exchangeable for for, or which carry rights to subscribe substantially similar to, Special Shares, Ordinary Shares or purchase Consideration Sharesother securities of the Company; (b) or enter into a transaction (including a derivative transaction) having an economic effect similar to that of a sale or enter into any swap or similar any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic risk consequence of ownership of Consideration any Special Shares, Ordinary Shares or other securities of the Company or otherwise has the same economic effect as (i), whether in the case of (i) and (ii) any such transaction described above is to be settled by delivery of Consideration Special Shares, Ordinary Shares or such other securities, in cash or otherwise or otherwise; (c) publicly announce any such an intention to offer, lend, sell, contract effect any such transaction; or (d) submit to sell, pledge, grant any option to purchase its shareholders or otherwise transfer or dispose of any Consideration Shares (the general meeting or any securities convertible other body of the Company a proposal to effect any of the foregoing. Notwithstanding any of the foregoing, the-lock-up restrictions set out herein do not apply to a conversion of Special Shares into or exchangeable for or which carry rights to subscribe or purchase Consideration Shares) or enter into any swap or similar agreement described above or deposit any Consideration Ordinary Shares (or any securities convertible into transfer of shares in DSC ED Holding in accordance with the shareholders’ agreement of DSC ED Holding. Where the conversion of the Special Shares constitutes a taxable event to DSC ED Holding and/or it direct or exchangeable indirect shareholders, for Consideration purposes of corporate income tax, withholding tax and personal income tax to the Executive Directors and their affiliates, if any, in relation to which the tax due is to be assessed prior to the end of the Lock-up period, a fraction of the Ordinary Shares held by DSC ED Holding - following completion of a Business Combination - may be disposed of on the market but only insofar necessary to cover for such applicable taxes directly related to the conversion of the Special Shares) in any depositary receipt facility. 7.2 For 10.3 The Board shall not place an item regarding an issue of shares on the avoidance of doubt, the Vendor (or its nominee) shall be entitled to other rights and interests agenda of the Consideration Shares, including voting rights and General Meeting without the right to receive all dividends, distributions and other payments attached to the Consideration Shares, notwithstanding the undertaking given under Clause 7.1prior written consent of DSC ED Holding.