Certain Ordinary Shares of Onward Medical N.V. are subject to a Lock-Up Agreement Ending on 20-JUN-2024. These Ordinary Shares will be under lockup for 91 days starting from 21-MAR-2024 to 20-JUN-2024.

Details:
On March 20, 2024, the Company and the Bryan, Garnier & Co. Limited, Bryan Garnier Securities SAS, Bank Degroof Petercam SA/NV and KBC Securities NV (collectively, the "Placement Agents"), entered into a placement agents agreement, pursuant to which the Company agreed, during the period beginning from March 20, 2024 and continuing to and including the date 90 days after the closing of the Private Placement, not to issue, offer, sell, pledge, 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 the Company or other securities that are substantially similar to the shares of the Company, or any securities that are convertible or redeemable into or exchangeable for, or that represent the right to receive, shares or any such substantially similar securities, or enter into any derivative or other transaction having substantially similar economic effect with respect to its shares or any such securities or announce its intention to perform one of the aforementioned transactions, in each case without the prior written consent of the Placement Agents.

Pursuant to the lock-up arrangement, the Restricted Shareholders will not do or announce any intention to do, any of the following for a period of 180 days following 20 March 2024 (the "Lock-up Period") without the prior written consent (such consent not to be unreasonably withheld or delayed) of each of the Placement Agents: (i) offer, pledge, sell, offer to 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, lend, cause the Company to issue, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or any other similar instrument that would give an equity-like economic interest in the Company to its holders (the "Related Securities") owned either of record or beneficially (as defined in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended (the "US Exchange Act")) by a Restricted Shareholder or a Family Member (as defined below) as of or following the commencement of the Lock-up Period; or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares or Related Securities, whether settled by delivery of Ordinary Shares or Related Securities, in cash or otherwise.