The Lock-Up Period will commence immediately upon the Closing and continue until, and include the date that is, 180 days after the date of the Closing (the “Lock-Up Period”).
“Transfer” shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Further, in connection with any underwritten offering of equity securities of Rockley following the date of the Closing, the undersigned shall not Transfer any Lock-up Shares (other than those included in such offering, if any), without the prior written consent of Rockley, during the ninety (90)-day period (or such shorter time agreed to between Rockley and the managing underwriters of such offering) beginning on the date of pricing of such offering (such period, the “Offering Lock-Up Period”), except as expressly permitted by any lock-up agreement executed by the undersigned with the managing underwriters or in the event the managing underwriters otherwise agree by written consent. The undersigned agrees to execute a customary lock-up agreement in favor of the underwriters to such effect.
Notwithstanding the provisions set forth in this Lock-Up Agreement, the undersigned may Transfer the Lock-up Shares during the Lock-up Period or during the Offering Lock-Up Period: (a) to (i) Rockley’s officers or directors, or (ii) any affiliates or family members of Rockley’s officers or directors; (b) if the undersigned is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (i) to another corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with the undersigned, or (ii) as a distribution to its partners, limited liability company members, equity holders or shareholders; (c) in the case of an individual, (i) by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entity, or to a charitable organization, (ii) by virtue of laws of descent and distribution upon death of the individual, or (iii) pursuant to a qualified domestic relations order; (d) in the case of a trust, by distribution to one or more of the permissible beneficiaries of such trust; (e) if an entity, to the partners, members or equity holders of the undersigned by virtue of the undersigned’s organizational documents, as amended, upon dissolution of the undersigned; (f) pursuant to bona fide pledges of Ordinary Shares as security or collateral in connection with any bona fide borrowing or incurrence of any indebtedness by the undersigned or any member of its group; provided, that if the undersigned is subject to any pre-clearance and trading policies of Rockley, the undersigned must also comply with any additional restrictions on the pledging of Ordinary Shares imposed on the undersigned by Rockley’s policies; (g) to Rockley; or (h) in
2
