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Contract analysis / form-of-lock-up-agreement.docx
form-of-lock-up-agreement.docx
1037-00001 · 20 clauses
High · 1 Medium · 4 Standard · 1
Section 1. Definitions
Section 1. Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "ADSs" means American Depositary Shares of the Company, each representing one (1) Ordinary Share, issued pursuant to the Deposit Agreement dated March 2, 2023, among the Company, Meridian Trust Company, N.A., as depositary, and all holders and beneficial owners of ADSs issued thereunder, as such Deposit Agre
Section 2. Lock-Up Restrictions
Section 2. Lock-Up Restrictions 2.1 General Lock-Up Covenant. During the Lock-Up Period, the undersigned agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole and absolute discretion), the undersigned will not, and will not cause or direct any other person or entity to, directly or indirectly: (a) offer, sell, contract to sell, sell any option or contract to p
Section 3. Permitted Transfers / Exceptions Medium
⚑ Forum / governing law
Section 3. Permitted Transfers / Exceptions 3.1 Enumerated Exceptions. Notwithstanding the restrictions set forth in Section 2, the restrictions contained therein shall not apply to the following Transfers of Lock-Up Securities (and such recipients, together with any transferee described in clause (c) below, shall each be referred to as a "Permitted Transferee"): (a) Transfers as bona fide gifts or charitable contrib
Section 4. Representations and Warranties of the Undersigned
Section 4. Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows: (a) Power and Authority. The undersigned has full legal right, power, authority, and capacity to execute and deliver this Agreement, to perform the undersigned's obligations hereunder, and to consummate the transactions contemplated hereby. If th
Section 5. Consent of the Representative / Waiver Medium
⚑ Notice / time limit to track
Section 5. Consent of the Representative / Waiver 5.1 Discretionary Release. The Representative may, in its sole and absolute discretion and at any time or from time to time, release any or all of the Lock-Up Securities from the restrictions set forth herein, in whole or in part, with or without conditions. Any such release may apply to all or any portion of the Lock-Up Securities held by any one or more signatories
Section 6. No Effect on Certain Transactions
Section 6. No Effect on Certain Transactions Nothing in this Agreement shall be deemed to prevent or restrict the undersigned from: (a) exercising any option, warrant, or other right to purchase Lock-Up Securities, including pursuant to the Company's employee equity incentive plans, provided that the underlying Lock-Up Securities received upon such exercise shall remain subject to the restrictions set forth in this A
Section 7. Effectiveness / Termination
Section 7. Effectiveness / Termination 7.1 Effectiveness. This Agreement shall become effective upon the execution and delivery of the Underwriting Agreement by the Company and the Representative (expected to occur on or about March 2, 2023). Prior to the execution and delivery of the Underwriting Agreement, this Agreement shall be of no force or effect, and no party shall have any obligation hereunder. 7.2 Automatic
Section 8. Specific Performance
Section 8. Specific Performance The undersigned acknowledges and agrees that the Representative and the Underwriters would be irreparably harmed by any breach or threatened breach of this Agreement and that monetary damages alone would not be an adequate remedy for any such breach. Accordingly, the undersigned agrees that, in addition to any other remedies available at law or in equity, the Representative and the Und
Section 9. Binding Effect / Assignment Medium
⚑ Assignment / subcontracting
Section 9. Binding Effect / Assignment This Agreement and all of the provisions hereof shall be binding upon the undersigned and the successors, heirs, personal representatives, executors, administrators, and assigns of the undersigned. This Agreement and all of the provisions hereof shall inure to the benefit of the Representative, the Underwriters, and their respective successors and assigns. The undersigned may no
Section 10. Governing Law / Jurisdiction High
⚑ Non-compete / exclusivity restraint
Section 10. Governing Law / Jurisdiction 10.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State o
Section 11. Amendments and Waivers
Section 11. Amendments and Waivers This Agreement may not be amended, modified, or supplemented in any respect except by an instrument in writing signed by each of the undersigned and the Representative. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party granting such waiver. No waiver of any provision of this Agreement shall constitute a waive
Section 12. Notices
Section 12. Notices All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (such as Sundial Data Systems or Halcyon Partners LLC), or (c) when sent by email (with confi
Section 13. Severability Medium
⚑ Forum / governing law
Section 13. Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect. In the event of any such determination of invalidity, illegality, or unenforceabil
Section 14. Entire Agreement
Section 14. Entire Agreement This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the undersigned and the Representative with respect to the subject matter hereof. There are no representations, warranties, covenants, or agreement
Section 15. Counterparts / Electronic Execution
Section 15. Counterparts / Electronic Execution This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) electronic signature transmitted by email), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
1. Total pre-IPO Ordinary Shares outstanding: 28,000,000. Total Locked-Up Shares represen
1. Total pre-IPO Ordinary Shares outstanding: 28,000,000. Total Locked-Up Shares represent approximately 83.9% of the pre-IPO outstanding Ordinary Shares.
2. Each signatory listed above will execute a separate counterpart of this Form of Lock-U
2. Each signatory listed above will execute a separate counterpart of this Form of Lock-Up Agreement.
3. The Lock-Up Period is 180 days, running from March 2, 2023 (the date of the final pros
3. The Lock-Up Period is 180 days, running from March 2, 2023 (the date of the final prospectus relating to the Offering) through and including August 29, 2023.
4. The number of Ordinary Shares set forth above for each signatory is based on the benef
4. The number of Ordinary Shares set forth above for each signatory is based on the beneficial ownership of such signatory as of the date of the final prospectus, and includes Ordinary Shares underlying vested options, warrants, or other convertible or exercisable securities, in each case to the extent beneficially owned within the meaning of Rule 13d-3 under the Exchange Act.
5. The share amounts reflected herein are preliminary and subject to confirmation prior t Standard
⚑ Commercial term
5. The share amounts reflected herein are preliminary and subject to confirmation prior to the execution of the Underwriting Agreement. Any discrepancies between this schedule and the individual signature pages of the executed counterparts shall be resolved in favor of the executed counterparts. Signatory | Title / Relationship | Ordinary Shares Subject to Lock-Up Dr. Cormac Tierney | CEO & Co-Founder | 4,200,000 Dr.