Common use of Lock-Up Period Clause in Contracts

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors directors, any members of the Subscriber, or any affiliate affiliates of Subscriber or to any member(s) the Subscriber, as well as affiliates of Subscriber or any of their affiliatessuch members and funds and accounts advised by such members; (bii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gvii) by virtue of the laws of the state State of incorporation Delaware or formation of Subscriber or the Subscriber’s limited liability company agreement upon dissolution of Subscriber the Subscriber; or (hviii) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination; , provided, however, that in the case of clauses (ai) through (ev) or (gvii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein. 7.2. 7.2 For purposes of Section 7.1, the term “Transfer” shall mean the (ai) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (bii) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (ciii) public announcement of any intention to effect any transaction specified in clause (ai) or (bii).

Lock-Up Period. 7.1. The 8.1 Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (or earlier in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property); provided, however, that Transfers of Securities are permitted (a) to the Company’s, or the Company’s sponsor’s, officers or directors, any affiliate or family member of any of the Company’s, or the Company’s sponsor’s, officers or directors or any affiliate affiliate, officer or director of Subscriber or to any member(s) or partner(s) of Subscriber or any of their its affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company operating agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business CombinationSubscriber; provided, however, that in the case of clauses (a) through (e) or and (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 8.2 For purposes of Section 7.18.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 7.3 hereof, (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) of Subscriber or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (a) to the Company’s officers or officers, directors, any the initial shareholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial shareholders and the Purchaser; (c) to any member, officer or directors director of the Company’s sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliatesthe Company’s sponsor; (bd) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individualindividual (including any of the Company’s officers or directors, the initial shareholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (df) in the case of an individual, pursuant to a qualified domestic relations order; (eg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fh) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gi) by virtue of the laws of the state of incorporation or formation of Subscriber the Purchaser or Subscriberthe Purchaser’s limited liability company partnership agreement upon dissolution of Subscriber the Purchaser or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (eg) or (gi), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.12(A), the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber Purchaser agrees that it shall will not Transfer any Securities Private Placement Warrants (or ordinary shares of the Company issued or issuable upon the exercise of the Private Placement Warrants) until 30 days following after the consummation completion of the a Business Combination; provided, however, that Transfers of Securities such securities are permitted (a) to the Company’s or Purchaser’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or Purchaser’s officers or directors directors, any members or any affiliate partners of Subscriber or to any member(s) of Subscriber the Purchaser or any of their respective affiliates or employees of such affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the an initial Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the an initial Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (hi) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders its public shareholders having the right to exchange their Class A ordinary shares of Common Stock for cash, securities or other property subsequent to the its completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (gf), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer transfer restrictions herein. 7.2. For purposes of Section 7.1, herein and the term “Transfer” shall mean other restrictions contained in this Agreement and by the (a) sale 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 same agreements entered into by the Purchaser with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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)securities.

Lock-Up Period. 7.1. The Each Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors directors, any members of the Company’s sponsor, or any affiliate affiliates of Subscriber or to any member(s) of Subscriber or any of their affiliatesthe Company’s sponsor; (bii) in the case of an individual, by gift to a member of such one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of such one of the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gvii) by virtue of the laws of the state of incorporation Delaware or formation of Subscriber or SubscriberCompany’s sponsor’s limited liability company agreement upon dissolution of Subscriber the Company’s sponsor; or (hviii) in the event case of the Companya Subscriber, to such Subscriber’s liquidationaffiliates or any entity controlled by such Subscriber, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (ai) through (ev), (vii) or (gviii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (ai) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (bii) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (ciii) public announcement of any intention to effect any transaction specified in clause (ai) or (bii). 7.3. In addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter or selected dealer. Additionally, the Private Placement Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors directors, any members of the Company’s sponsor, or any affiliate affiliates of Subscriber or to any member(s) of Subscriber or any of their affiliatesthe Company’s sponsor; (bii) in the case of an individual, by gift to a member of such one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of such one of the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gvii) by virtue of the laws of the state of incorporation Delaware or formation of Subscriber or SubscriberCompany’s sponsor’s limited liability company agreement upon dissolution of Subscriber the Company’s sponsor; or (hviii) in the event case of the CompanySubscriber, to Subscriber’s liquidationaffiliates or any entity controlled by Subscriber, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (ai) through (ev), (vii) or (gviii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (ai) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (bii) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (ciii) public announcement of any intention to effect any transaction specified in clause (ai) or (bii).

Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors directors, any members of the Company’s sponsor, or any affiliate affiliates of Subscriber or to any member(s) of Subscriber or any of their affiliatesthe Company’s sponsor; (bii) in the case of an individual, by gift to a member of such one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of such one of the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gvii) by virtue of the laws of the state of incorporation Delaware or formation of Subscriber or SubscriberCompany’s sponsor’s limited liability company agreement upon dissolution of Subscriber the Company’s sponsor; or (hviii) in the event case of the CompanySubscriber, to Subscriber’s liquidationaffiliates or any entity controlled by Subscriber, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (ai) through (ev), (vii) or (gviii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 7.2 For purposes of Section 7.1, the term “Transfer” shall mean the (ai) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (bii) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (ciii) public announcement of any intention to effect any transaction specified in clause (ai) or (bii).

Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors directors, any members of the Company’s sponsor, or any affiliate affiliates of Subscriber or to any member(s) the Company’s sponsor, as well as affiliates of Subscriber or any of their affiliatessuch members and funds and accounts advised by such members; (bii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fvi) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gvii) by virtue of the laws of the state State of incorporation Delaware or formation of Subscriber or SubscriberCompany’s sponsor’s limited liability company agreement upon dissolution of Subscriber the Company’s sponsor; (viii) in the case of the Subscriber, to the Subscriber’s affiliates or any entity controlled by the Subscriber; or (hix) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Business Combination; , provided, however, that in the case of clauses (ai) through (ev), (vii) or (gviii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer and other restrictions contained herein. 7.2. 7.2 For purposes of Section 7.1, the term “Transfer” shall mean the (ai) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (bii) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (ciii) public announcement of any intention to effect any transaction specified in clause (ai) or (bii).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities until 30 days following the consummation of the Company’s initial business combination (the “Business Combination”); provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber Purchaser or to any member(s) of Subscriber Purchaser or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) by virtue of the laws of the state of incorporation or formation of Subscriber Purchaser or SubscriberPurchaser’s limited liability company agreement upon dissolution of Subscriber Purchaser or (hi) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (gh), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any the Initial Stockholders, Cantor, CCM, or Cantor or CCM’s officers, directors or direct or indirect equityholders, (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial stockholders or directors Cantor or CCM, (c) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(sa member of the Sponsor, (d) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member any permitted transferee under any of such individual’s immediate family or to the immediately preceding subsections (a) through (c), a trust, the beneficiary beneficiaries of which is a member are one or more permitted transferees under any of such individual’s immediate familythe immediately preceding subsections (a) through (c), an affiliate of such individual or to a charitable organization; , (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; any of the Company’s officers or directors, the initial stockholders, or members of the Sponsor, or any officers, directors or direct or indirect equityholders of Cantor or CCM, (df) in the case of an individual, pursuant to a qualified domestic relations order; , (eg) in the event of the Company’s liquidation prior to consummation of its initial business combination, (h) by virtue of the laws of Delaware, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, the organizational documents of Cantor upon dissolution of Cantor or the organizational documents of CCM upon the dissolution of CCM, (i) subsequent to the initial Business Combination, upon and in connection with a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, (j) subsequent to the initial Business Combination, in the event of a consolidation merger, stock exchange or similar transaction in which the company is the surviving entity that results in a change in the majority of the Company’s board of directors or management team and (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the shares Founder Shares, Placement Shares or warrants Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (gf), (h) and (k) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions hereinthese transfer restrictions. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company partnership agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Class A Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.18.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation completion of the Business CombinationCombination (or earlier in the event of the Company’s liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property); provided, however, that Transfers of Securities are permitted (a) to the Company’s officers officers, directors or directorsadvisors, any affiliate affiliates or family member members of any of the Company’s officers or officers, directors or any affiliate of Subscriber or to advisors, any member(s) of Subscriber the Sponsor or any affiliates of their affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation completion of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business CombinationSubscriber; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.28.2. For purposes of Section 7.18.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.16.1. The Subscriber agrees that it shall not Transfer (as defined below) any Securities until 30 days following the consummation earlier to occur of (i) one year after the completion of the Company’s Initial Business Combination and (ii) subsequent to the Company’s Initial Business Combination, (x) if the reported last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 6.3 hereof, (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) of Subscriber or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Initial Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Initial Business Combination; (g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property subsequent to the Initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.26.2. For purposes of Section 7.16.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (as such term is defined in the Registration Statement); provided, however, that Transfers of Securities are permitted (a) to the Company’s or the Purchaser’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or the Purchaser’s officers or directors directors, any members or partners of the Company’s sponsor, the Purchaser or their affiliates, any affiliates of the Company’s sponsor or the Purchaser or any affiliate employees of Subscriber or to any member(s) of Subscriber or any of their such affiliates; (b) in the case of an individual, by gift to a member of such one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the a Business Combination at prices no greater than the price at which the shares or warrants Securities were originally purchased; (f) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the initial Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber Combination or (hi) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders public shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to our completion of the Business Combinationinitial business combination; provided, however, that in the case of clauses (a) through (e) or (gf), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.16.A, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (as such term is defined in the Registration Statement); provided, however, that Transfers of Securities are permitted (a) to the Company’s or the Purchaser’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or the Purchaser’s officers or directors directors, any members or partners of the Company’s sponsor, the Purchaser or their affiliates, any affiliates of the Company’s sponsor or the Purchaser or any affiliate employees of Subscriber or to any member(s) of Subscriber or any of their such affiliates; (b) in the case of an individual, by gift to a member of such one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the a Business Combination at prices no greater than the price at which the shares or warrants Securities were originally purchased; (f) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of the initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of the initial Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (hi) in the event of the Company’s completion of a liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction which results in all of the Company’s stockholders public shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the completion of the initial Business Combination; provided, however, that in the case of clauses (a) through (e) or (gf), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.16.A, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, asset acquisition, share purchase, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of a Subscriber or to any member(s) of a Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of a Subscriber or a Subscriber’s limited liability company agreement upon dissolution of a Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.18.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business CombinationCombination (or earlier in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Common Shares for cash, securities or other property); provided, however, that Transfers of Securities are permitted (a) to the Company’s, or the Company’s sponsor’s, officers or directors, any affiliate or family member of any of the Company’s, or the Company’s sponsor’s, officers or directors or any affiliate affiliate, officer or director of Subscriber or to any member(s) or partner(s) of Subscriber or any of their its affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business CombinationSubscriber; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.28.2. For purposes of Section 7.18.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. 7.1 The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any the Initial Stockholders, Cantor, CCM, or Cantor or CCM’s officers, directors or direct or indirect equityholders, (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial stockholders or directors Cantor or CCM, (c) to any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(sa member of the Sponsor, (d) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member any permitted transferee under any of such individual’s immediate family or to the immediately preceding subsections (a) through (c), a trust, the beneficiary beneficiaries of which is a member are one or more permitted transferees under any of such individual’s immediate familythe immediately preceding subsections (a) through (c), an affiliate of such individual or to a charitable organization; , (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; any of the Company’s officers or directors, the initial stockholders, or members of the Sponsor, or any officers, directors or direct or indirect equityholders of Cantor or CCM, (df) in the case of an individual, pursuant to a qualified domestic relations order; , (eg) in the event of the Company’s liquidation prior to consummation of its initial business combination, (h) by virtue of the laws of Delaware, the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, the organizational documents of Cantor upon dissolution of Cantor or the organizational documents of CCM upon the dissolution of CCM, (i) subsequent to the initial Business Combination, upon and in connection with a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their common stock for cash, securities or other property, (j) subsequent to the initial Business Combination, in the event of a consolidation merger, stock exchange or similar transaction in which the company is the surviving entity that results in a change in the majority of the Company’s board of directors or management team and (k) through private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price at which the shares Founder Shares, Placement Shares or warrants Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (gf), (h) and (k) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions hereinthese transfer restrictions. 7.2. 7.2 For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 thirty (30) days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any Grandview Capital Acquisition LLC (the “Sponsor”), or Subscriber’s officers, directors or direct or indirect equityholders, (b) to an affiliate or family member of any of the Company’s officers or directors directors, the Sponsor or the Subscriber, (c) any member, officer or director of the Sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(sa member of the Sponsor, (d) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member any permitted transferee under any of such individual’s immediate family or to the immediately preceding subsections (a) through (c), a trust, the beneficiary beneficiaries of which is a member are one or more permitted transferees under any of such individual’s immediate familythe immediately preceding subsections (a) through (c), an affiliate of such individual or to a charitable organization; (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individualany of our officers, our directors, Sponsor, or members of the Sponsor, or any officers, directors or direct or indirect equityholders of the Subscriber; (df) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fg) in the event of the Company’s liquidation prior to the completion of the Business CombinationCompany’s initial business combination; and (gh) by virtue of the laws of Delaware or the state of incorporation or formation of Subscriber or SubscriberSponsor’s limited liability company agreement upon dissolution of Subscriber the Sponsor or (h) in the event organizational documents of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business CombinationSubscriber; provided, however, that in the case of clauses (a) through (ef) or (g), h) these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions hereinthese transfer restrictions. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (a) to the Company’s officers or officers, directors, any the initial shareholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial shareholders and the Purchaser; (c) to any member, officer or directors director of the Company’s sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliatesthe Company’s sponsor; (bd) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individualindividual (including any of the Company’s officers or directors, the initial shareholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (df) in the case of an individual, pursuant to a qualified domestic relations order; (eg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fh) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gi) by virtue of the laws of the state of incorporation or formation of Subscriber the Purchaser or Subscriberthe Purchaser’s limited liability company agreement organizational documents upon dissolution of Subscriber the Purchaser or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (eg) or (gi), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.12(A), the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The 8.1 Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation completion of the Business CombinationCombination (or earlier in the event of the Company’s liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property); provided, however, that Transfers of Securities are permitted (a) to the Company’s officers officers, directors or directorsadvisors, any affiliate affiliates or family member members of any of the Company’s officers or officers, directors or any affiliate of Subscriber or to advisors, any member(s) of Subscriber the Sponsor or any affiliates of their affiliatesthe Sponsor; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation completion of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; or (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business CombinationSubscriber; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. 8.2 For purposes of Section 7.18.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (a) to the Company’s officers or officers, directors, any the initial stockholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial stockholders and the Purchaser; (c) to any member, officer or directors director of the Company’s sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliatesthe Company’s sponsor; (bd) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individualindividual (including any of the Company’s officers or directors, the initial stockholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (df) in the case of an individual, pursuant to a qualified domestic relations order; (eg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fh) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gi) by virtue of the laws of the state of incorporation or formation of Subscriber the Purchaser or Subscriberthe Purchaser’s limited liability company partnership agreement upon dissolution of Subscriber the Purchaser or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (eg) or (gi), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.12(A), the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.16.1. The Subscriber agrees that it shall not Transfer (as defined below) any Securities until 30 days following the consummation earlier to occur of (i) one year after the completion of the Company’s initial Business Combination and (ii) subsequent to the Company’s initial Business Combination, (x) if the reported last sale price of the Class A shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Class A shares for cash, securities or other property; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 6.3 hereof, (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) of Subscriber or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.26.2. For purposes of Section 7.16.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees Subscribers agree that it they shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber Subscribers or to any member(s) of Subscriber Subscribers or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares Placement Shares or warrants Placement Warrants were originally purchased; (f) by virtue of the laws of the state of incorporation or formation of Subscribers or Subscribers’ organization documents upon dissolution of Subscribers; (g) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (gf), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. A. The Subscriber Purchaser agrees that it shall not Transfer any Securities (as defined below) until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 1(B) hereof, (a) to the Company’s officers or officers, directors, any the initial shareholders or the Purchaser, or the Purchaser’s officers, directors, direct or indirect equityholders; (b) to an affiliate or immediate family member of any of the Company’s officers officers, directors, initial shareholders or directors the Purchaser; (c) to any member, officer or director of the Company’s sponsor, or any immediate family member, partner, affiliate or employee of Subscriber or to any member(s) a member of Subscriber or any of their affiliatesthe Company’s sponsor; (bd) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (ce) in the case of an individual, by virtue of laws of descent and distribution upon death of such individualindividual (including any of the Company’s officers or directors, the initial shareholders, members of the Company’s sponsor, or any officers, directors or direct or indirect equityholders of the Purchaser); (df) in the case of an individual, pursuant to a qualified domestic relations order; (eg) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (fh) in the event of the Company’s liquidation prior to the completion of the Business Combination; (gi) by virtue of the laws of the state of incorporation or formation of Subscriber the Purchaser or Subscriberthe Purchaser’s limited liability company agreement organizational documents upon dissolution of Subscriber the Purchaser or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (eg) or (gi), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. B. For purposes of Section 7.12(A), the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s or VO Sponsor, LLC’s, officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) ), directors or officers of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted permitted, subject to compliance with Section 7.3 hereof, (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of the Subscriber or to any of the Subscriber’s officers, directors or member(s) of Subscriber or any of their respective affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of the Subscriber or the Subscriber’s limited liability company agreement upon dissolution of the Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).

Lock-Up Period. 7.1. The Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided, however, that Transfers of Securities are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors or any affiliate of Subscriber or to any member(s) of Subscriber or any of their affiliates; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of the Business Combination; (g) by virtue of the laws of the state of incorporation or formation of Subscriber or Subscriber’s limited liability company agreement upon dissolution of Subscriber or (h) in the event of the Company’s liquidation, merger, capital stock share exchange, asset acquisition, share purchase, reorganization or other similar transaction which results in all of the Company’s stockholders shareholders having the right to exchange their shares of Common Stock Shares for cash, securities or other property subsequent to the Business Combination; provided, however, that in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the Transfer restrictions herein. 7.2. For purposes of Section 7.1, the term “Transfer” shall mean the (a) sale 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 Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities, (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 of the Securities, 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).