Certain Shares of MedSci Healthcare Holdings Limited are subject to a Lock-Up Agreement Ending on 26-APR-2024. These Shares will be under lockup for 366 days starting from 26-APR-2023 to 26-APR-2024.

Details:
The Company undertakes to each of the Overall Coordinators, the Joint Global Coordinators, the Joint Sponsors, the Joint Bookrunners, the Joint Lead Managers, the CMIs and the Hong Kong Underwriters that except pursuant to the Global Offering (including pursuant to the Capitalization Issue and the Over-allotment Option) at any time after the date of the Hong Kong Underwriting Agreement up to and including the date falling six months from the Listing Date (i.e.: 27 October 2023) (the ??First Six-Month Period??), it will not, without the prior written consent of the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and the Joint Sponsors and unless in compliance with the requirements of the Listing Rules: (a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to allot, issue or sell, mortgage, charge, pledge, hypothecate, lend, grant or sell any option, warrant, contract or right to subscribe for or purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell, or otherwise transfer or dispose of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, or agree to transfer or dispose of or create an Encumbrance (as defined in the Hong Kong Underwriting Agreement) over, either directly or indirectly, conditionally or unconditionally, any securities of the Company or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase any securities of the Company), or deposit any securities of the Company with a depositary in connection with the issue of depositary receipts; 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 (legal or beneficial) of any securities of the Company or any interest in any of the foregoing (including, without limitation, any securities convertible into or exchangeable or exercisable for or that represent the right to receive, or any warrants or other rights to purchase, any securities of the Company); or (c) enter into any transaction with the same economic effect as any transaction described in (a) or (b) above; or UNDERWRITING ? 479 ? (d) offer to or agree to do any transaction described in (a), (b) or (c) above, or announce any intention to do so, in each case, whether any of the foregoing transactions is to be settled by delivery of such securities, in cash or otherwise (whether or not the issue of such securities will be completed within the First Six-Month Period). The Company further agrees that, in the event that, at any time during the period of six months immediately following the expiry of the First Six-Month Period (the ??Second Six-Month Period??), the Company enters into any of the transactions specified in paragraphs (a), (b) or (c) above or offers to or agrees to or announces any intention to effect any such transaction, the Company shall take all reasonable steps to ensure that it will not create a disorderly or false market in the Shares or any other securities of the Company. The Company shall not enter into any of the transactions specified in paragraphs (a), (b) or (c) above or offer to or agree to or announce any intention to effect any such transaction such that the Controlling Shareholders as a controlling group would, directly or indirectly, cease to be controlling shareholder group of the Company during the First Six-Month Period and Second Six-Month Period.