Certain Ordinary Shares of Windward Ltd. are subject to a Lock-Up Agreement Ending on 6-DEC-2022. These Ordinary Shares will be under lockup for 365 days starting from 6-DEC-2021 to 6-DEC-2022.

Details:
On 30 November 2021, Aleph, XL Innovate, The Marc R. Benioff Revocable Trust and La Maison ITF S.à r.l. entered into the Lock-in Agreements pursuant to which they have each undertaken to the Company and Canaccord Genuity that, except in certain limited circumstances, they will not dispose (and will use reasonable endeavours to procure that none of their connected persons will dispose) of any interest in the Ordinary Shares held by them at Admission for a period of six months from the date of Admission and, for the following six months, that they will only dispose of their holdings through the Company's broker with a view to maintaining an orderly market in the Ordinary Shares.

In addition, Starry Leader Limited, Eliot International Limited and Oscar Time Limited entered into the Lock-in Agreements pursuant to which they have each undertaken to the Company and Canaccord Genuity that, except in certain limited circumstances, they will not dispose (and will use reasonable endeavours to procure that none of their connected persons will dispose) of any interest in the Ordinary Shares held by them at Admission for a period of six months from the date of Admission. Following the expiry of that lock-in period there is no orderly market period for Starry Leader Limited, Eliot International Limited and Oscar Time Limited.

In addition, each of the employees of the Group as at the date of the Placing Agreement will be restricted by the Company so that, except in certain limited circumstances, they will not dispose of any interest in the Ordinary Shares held by them that arose from a conversion of any options held by them for a period of six months from the date of Admission. Following the expiry of that lock-in period there is no orderly market period for Selling Shareholders who are employees of the Group as at the date of the Placing Agreement.