Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending (i) with respect to 50% of the Restricted Securities, on the earliest earlier of (x) the date that is six (6) months after the Closing Date and the date on which the closing price of the Holdco Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period after Closing and (ii) with respect to the remaining 50% of the Restricted Securities, on the one year anniversary of the Closing and (y) Date, or earlier, in either case, if, subsequent to the date after the Closing on which the Purchaser Closing, Holdco consummates a liquidation, merger, capital stock exchange, reorganization, exchange or other similar transaction with an unaffiliated third party that which results in all holders of Holdco Shares ceasing to hold more than fifty percent (50%) of the Purchaser’s stockholders then outstanding Holdco Shares or having the right to exchange their shares of the Purchaser Common Stock Holdco Shares for cash, securities, cash or other property freely tradable securities (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to (a) transactions relating to the transfer securities of any the Holdco acquired in open market transactions after the Closing, provided that no filing under Section 16(a) of the Exchange Act shall be required or all shall be voluntarily made in connection with subsequent sales of securities acquired in such open market transactions, (b) transfers of the Restricted Securities as a bona fide gift or through will or intestacy, (Ic) distributions of Restricted Securities to limited partners or stockholders of such Holder; provided that in the case of any Permitted Transferee transfer or (II) distribution pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases clause (Ib) or (IIc), it (i) each donee or distributee shall sign and deliver to the Holdco a lock-up agreement substantially in the form of this Agreement; and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of securities of the Holdco, shall be required or shall be voluntarily made during the Lock-up Period, (d) the establishment of a condition trading plan pursuant to such Rule 10b5-1 under the Exchange Act for the transfer of the Restricted Securities, provided that such plan does not provide for the transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject during the Lock-up Period and to the provisions extent a public announcement or filing under the Exchange Act, if any, is required of this Agreement applicable or voluntarily made by or on behalf of the undersigned or the Holdco regarding the establishment of such plan, such announcement or filing shall include a statement to the Subject Party, and there shall be effect that no further transfer of such the Restricted Securities except in accordance with this Agreement. As used in this Agreementmay be made under such plan during the Lock-up Period, the term “Permitted Transferee” shall mean: (1e) the members exercise of any of such Holder’s rights to acquire securities of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect Holdco issued pursuant to any natural person, any share option or similar equity incentive or compensation plan of the following: Holdco for the issuance of share options or equity grants, provided that, in each ease, such person’s spouse or domestic partner, plan is in effect as of the siblings date of such person and his or her spouse or domestic partner, and disclosed in the direct descendants and ascendants final registration statement relating to the Business Combination (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsthe “Registration Statement”), (2f) transfer of Restricted Securities to any trust for the direct or indirect benefit of the Subject Party or such Holder, the immediate family of such Holder or any entity beneficially owned and controlled by such Holder, provided that (i) the Subject Partytrustee of the trust of the transferred agrees to be bound in writing by the restrictions set forth herein, (3ii) if any such transfer shall not involve a disposition for value and (iii) no filing under the Subject Party is Exchange Act, reporting a trustreduction or increase in beneficial ownership of any securities of the Holdco, shall be required or shall be voluntarily made during the Restricted Period, (g) any securities that are used for the primary purpose of satisfying any tax or other governmental withholding obligation, through cashless surrender or otherwise, or in connection with tax or other obligations as a result of testate succession or intestate distribution, (h) any pledge of Restricted Securities pursuant to the trustor a margin account or beneficiary as security for debt financing of such trust or to Holder so long as no foreclosure will occur during the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject PartyRestricted Period, and (6i) any transfer of Restricted Securities among the Founder Shareholders and their respective affiliates (as defined in the Merger Agreement), provided, however, that (i) the transferee whereby there is shall sign and deliver to the Holdco a lock-up agreement substantially in the form of this Agreement pursuant to which such transferred Restricted Securities shall be subject to the same restrictions hereunder; and (ii) no change filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownershipownership of securities of the Holdco, shall be required or shall be voluntarily made during the Lock-up Period. The Subject Party further Such Holder hereby also agrees and consents to execute the entry of stop transfer instructions with the Holdco’s transfer agent and registrar against the transfer of such agreements as may be reasonably requested by the Purchaser that are consistent Holder’s Restricted Securities unless such transfer is in compliance with the foregoing restrictions. (b) If any Prohibited Transfer is made or that are necessary attempted contrary to give further effect theretothe provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Holdco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdco may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. (c) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of Holdco during the Lock-Up Period, including the right to vote any Restricted Securities.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $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 Closing or (yC) the date after the Closing on which the Purchaser consummates completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in either any of cases (I), (II), (III) or (II)IV) above, it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, similar equity interests in Holder upon the liquidation and dissolution of Holder and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder,. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not toto Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from the Closing First Effective Time and ending on the earliest earlier of (xa) six (6) months after the date of the Closing and First Effective Time or (yb) the date after the Closing on which the Purchaser consummates Parent completes a liquidation, merger, capital stock share exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders having the right to exchange their shares of the Purchaser Parent Class B Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): ). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (iincluding the former stockholders of the Company) lendthat are subject to such agreements, offerbased on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), pledgeTransfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, hypothecatemembers, encumberpartners or other equity holders of such affiliates, donatein the case of an entity; (b) in the case of an individual, assigntransfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, tender or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, such securities in cash or otherwise (any of the foregoing described in clauses (i), (ii)connection with such transaction, or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or all of other such transaction is not completed, the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related held by the Holder shall remain subject to the distribution provisions of assets in connection with the dissolution of marriage or civil unionthis Agreement); provided, however, that in either any of cases these permitted transferees (Iother than a permitted transferee under clauses (e) or and (IIf), it ) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers not apply to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions exercise of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreementany Parent Options. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for For purposes of this Agreement, “immediate familyChange of Control” shall mean with respect the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to any natural person, any a person or group of affiliated persons of the following: Parent’s voting securities if, after such person’s spouse or domestic partnertransfer, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) group of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit affiliated persons would hold more than 50% of the Subject Party outstanding voting securities of the Parent (or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an surviving entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto).

Lock-Up Provisions. (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six one (61) months year after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates completes a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock Restricted Securities for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). Notwithstanding the foregoing, if the last sale price of the Domesticated Acquiror Common Stock 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-day trading period commencing at least 150 days after the completion of the Mergers, the Restricted Securities will be released from the lock-up. (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionany Permitted Transfer; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted TransfereeTransfer” shall mean: (1) to the members Purchaser’s officers or directors or any affiliate or family member of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such personPurchaser’s spouse officers or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings)directors, (2) any trust for in the direct or indirect benefit case of the Subject Party or the an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of the Subject Partywhich is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization, (3) if in the Subject Party is a trustcase of an individual, to the trustor or beneficiary by virtue of laws of descent and distribution upon death of such trust or to the estate of a beneficiary of such trustindividual, (4) in the case of an entityindividual, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as pursuant to a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatesqualified domestic relations order, (5) to any affiliate by private sales or transfers made in connection with the consummation of the Subject PartyMergers described in the Business Combination Agreement at prices no greater than the price at which the Restricted Securities were originally purchased, and (6) any transferee whereby there is no change in beneficial ownershipthe event of the Purchaser’s liquidation prior to the completion of the Mergers described in the Business Combination Agreement, or (7) by virtue of the laws of Delaware. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party hereby agrees not toto the exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on on: (i) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the six (6) months after -month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of equity holdings in the Purchaser Common Stock for cash, securities, securities or other property (the a “Lock-Up PeriodChange of Control”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, ); (ii) enter into any swap or other arrangement that transfers with respect to another, in whole or in part, any of the economic consequences of ownership one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) publicly disclose the intention with respect to do any of the foregoing, whether any such transaction described in clauses one-third (i), (ii), or (iii1/3) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this AgreementSecurities, the term “Permitted Transferee” shall mean: earliest of (1x) the members Expiration Date, (y) the date on which the closing price of the Subject Party’s immediate family New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for purposes of this Agreementstock splits, “immediate family” shall mean with respect to stock dividends, reorganizations and recapitalizations after the Closing) for any natural person, twenty (20) trading days within any of thirty (30) trading day period commencing after the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject PartyClosing, and (6z) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the date after the Closing on which the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoconsummates a Change of Control.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) six (6) the six-months after the date of the Closing Closing, (y) the date on which the closing price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser CEO Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities during the Lock-Up Period except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyXxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser CEO Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) the six (6) months after month anniversary of the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIdefined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) to Pubco in accordance with the requirements of the Business Combination Agreement; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-up Period, provided that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) six one hundred eighty (6180) months days after the date Closing; provided, however, that in the event that Purchaser delays investment of the Closing Subscription Amounts (as defined in the Securities Purchase Agreement) with respect to the Second Tranche Note (as defined in the Securities Purchase Agreement) due to the occurrence of an event outlined in Section 2.1(b) of the Securities Purchase Agreement, such period shall be extended by 60 days or such earlier date as the deficiency is resolved and (y) subsequent to the Closing, the date after the Closing on which the Purchaser NewCo consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserNewCo’s stockholders shareholders having the right to exchange their shares of the Purchaser NewCo Common Stock Shares for cash, securities, securities or other property (the a “Lock-Up PeriodSubsequent Transaction”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (defined below), or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) to NewCo in accordance with the requirements of the Business Combination Agreement; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser NewCo an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyXxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses spouse or domestic partners partner and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyXxxxxx, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, similar equity interests in Holder upon the liquidation and dissolution of Holder and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser NewCo that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) six one hundred and eighty (6180) months days after the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, members or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject PartyHolder, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, without the prior written consent of Purchaser, during the period commencing from the Closing and ending on the earliest earlier of (x) six (6) months 180 days after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, tender offer, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumberoffer to sell, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesSecurities owned by Holder, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) by operation of law, pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) pursuant to any hypothecation or pledge securing a loan, or (V) in connection with Purchaser’s consummation of a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction that results in all of Purchaser’s stockholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses spouse or domestic partners partner and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Partysimilar equity interests in Holder, and (6E) any transferee whereby there is no change in beneficial ownershipAffiliate of Holder or any employees, officers, directors or members of Holder or any Affiliates of Holder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Company that are consistent with the foregoing or that are and necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (i) with respect to fifty percent (50%) of the Restricted Securities, (x) six the one (61)-year anniversary of the Closing, (y) months the first date after the Closing on which the last sale price of Pubco Ordinary Shares on the principal securities exchange or securities market on which such security is then traded equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one eighty (180) days after the Closing, and (z) the date after the Closing on which Pubco consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in SPAC for cash, securities or other property (a “Subsequent Transaction”), and (ii) with respect to the remaining fifty percent (50%) of the Restricted Securities, (x) the one (1)-year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property Subsequent Transaction: (the “Lock-Up Period”): (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (ii), B) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii), B) or (iiiC), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee (as defined below), or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order; provided, however, that in either the of cases of clauses (I), (II) or (IIIII), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or charitable organization for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, or (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change similar equity interests in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) the six (6) months after month anniversary of the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of), directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). ; provided, however, that notwithstanding the foregoing, solely with respect to 50% of the Restricted Securities, the Lock-Up Period, if not terminated earlier in accordance with the terms hereof, shall be deemed to terminate on the date on which the closing price of the Pubco Ordinary Shares equals or exceeds $12.50 per share (bas adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 days within an 30-trading day period commencing after the Closing. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIdefined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) to Pubco in accordance with the requirements of the Business Combination Agreement; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco, prior to such transfer, a lock-up agreement substantially in the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions form of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-up Period, provided that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six the one (61) months after year anniversary of the date of the Closing Closing, (y) the date on which the closing price of the Company Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of the Purchaser Common Stock Company Ordinary Shares for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder, (5E) to any affiliate of Holder, (F) pursuant to an order or decree of a governmental entity, (G) from an executive officer to the Subject PartyCompany or its subsidiary or parent entities upon death, disability or termination of employment, in each case, of such executive officer, and (6H) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any transferee whereby there is no change option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any award granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in beneficial ownershipeach case on a “cashless” or “net exercise” basis. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) the six (6) months after month anniversary of the date of the Closing Closing, (y) if the reported last sale price of the Company Class A Ordinary Shares equals or exceeds US $12.00 per share (as adjusted for share splits, share dividends, right issuances, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares common stock of the Purchaser Common Stock Company for cash, securities, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, managers, investment managers or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of Holder, (6) any charitable foundation controlled by the Subject Partyundersigned, its members or stockholders or any of their respective immediate family, (7) any transferee to satisfy any U.S. federal, state, or local income tax obligations of a Holder (or its direct or indirect owners) arising from such Holder’s ownership (including prior to and after the Business Combination) of the Restricted Securities or any interests in the Company, in each case solely and to the extent necessary to cover any tax liability as a direct result of such ownership of the Restricted Securities or any interests in the Company, and (6) 8) any transferee whereby there is no change in beneficial ownership. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) six the one (61) months after year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): ),: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2II) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3III) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4IV) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5V) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, without the prior written consent of New Starship, during the period commencing from the date of the Closing and ending on the earliest earlier of (x) six (6) months after the date that is 180 days following the date of the Closing and (y) the date after the Closing on which the Purchaser New Starship consummates a liquidation, merger, capital stock share exchange, reorganization, tender offer or other similar transaction with an unaffiliated third party that results in all of the PurchaserNew Starship’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in New Starship for cash, securities, securities or other property (the “Lock-Up Period”): (i) lendsell, offeroffer to sell, contract or agree to sell, hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted SecuritiesSecurities owned by Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesSecurities owned by Holder, or (iii) publicly disclose the announce any intention to do effect any of the foregoing, whether any such transaction described specified in clauses clause (i), ) or (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) ; provided, that any pledge, hypothecation or other grant of a security interest in Restricted Securities to one or more lending institutions as collateral or security for or in connection with any margin loan, or other loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof and any transfers of such Restricted Securities upon foreclosure, shall not be deemed a Prohibited Transfer, so long as such lending institutions agree in writing to be bound by the restrictions set forth in this Agreement as Permitted Transferees. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below), (III) by operation of law or (II) pursuant to a court order order, such as a qualified domestic relations order, divorce decree or separation agreement, (IV) to New Starship (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any Converted Options (provided that any shares of New Starship Common Stock received by Holder upon any such exercise will be subject to the terms of this Agreement) or (2) for purposes of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any Converted Options or settlement agreement related of any Converted RSUs, in each case on a “cashless”, “net exercise” or “net settlement” basis (provided that any shares of New Starship Common Stock received by Holder upon any such exercise or settlement will be subject to the distribution terms of assets this Agreement) or (V) in connection with New Starship’s consummation of a liquidation, merger, share exchange, reorganization, tender offer or other similar transaction that results in all of New Starship’s stockholders having the dissolution of marriage right to exchange their equity holdings in New Starship for cash, securities or civil unionother property; provided, however, that in either any of cases (I) or ), (II), (III) or (IV) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to New Starship and the Purchaser Company an agreement agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any entities controlled by, controlling or under common control with such Holders, (C) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3D) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (4E) in the case of if Holder is an entity, officers, directors, general any direct or indirect partners, limited partnersmembers or equity holders of Holder, membersany affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder or stockholders of such entity that receive such transfer as a distribution, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by New Starship, SPAC or the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earliest earlier of (x) six one (61) months year after the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the one (1) year anniversary of the date of the Closing, (y) the date after the Closing on which Pubco consummates a Subsequent Transaction and (z) the date on which the closing sale price of Pubco Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), including pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement or by virtue of the laws of descent and distribution upon death, (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing to Transfer any Restricted Securities from and after the Closing and ending on until the earliest earlier of (xi) the six (6) months after month anniversary of the date of the Closing and (yii) the date after the Closing on which the Purchaser consummates Parent completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Parent for cash, securities, securities or other property (clause (ii), a “Liquidity Event”, and such period, the “Lock-Up up Period”): ), provided that the foregoing restrictions shall not apply to the Transfer of any or all of the Restricted Securities owned by Holder made in respect of a Permitted Transfer (ias defined below); provided, further, that in any of case of a Permitted Transfer, it shall be a condition to such Transfer that the transferee executes and delivers to Parent and the Company an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (A) lendthe sale of, offeroffer to sell, contract or agreement to sell, hypothecate, pledge, hypothecatehedge, encumber, donate, assign, sell, contract to sell, sell grant of any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any Restricted Securitiessecurity, (iiB) enter entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsecurity, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii)otherwise, or (iii), a “Prohibited Transfer”). (bC) The foregoing shall not apply to the transfer public announcement of any or all intention to effect any transaction, including the filing of the Restricted Securities a registration statement, specified in clause (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (IA) or (IIB), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted TransfereeTransfer” shall meanmean a Transfer made: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of Holder being an entityindividual, by gift to a member of one of the individual’s immediate family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (2) in the case of Holder being an individual, by virtue of laws of descent and distribution upon death of Holder; (3) in the case of Holder being an individual, pursuant to a qualified domestic relations order; (4) by distributions from Holder to its members, partners, or shareholders; (5) by virtue of applicable law or the Holder’s organizational documents upon liquidation or dissolution of Holder; (6) to any Affiliates of the Holder, or (7) to any employees, officers, directors, general partners, limited partners, members, directors or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate members of the Subject Party, and (6) Holder or any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoAffiliates of Holder.

Lock-Up Provisions. (a) The Subject Party Company Securities Holder hereby agrees not to, without the prior written consent of Company, during the period commencing from the Closing and ending on the earliest as of (x) six (6) months after the date of the Closing Effective Time (as defined in the Merger Agreement) or when such Restricted Securities are otherwise issued or issuable to the Company Securities Holders in connection with the Business Combination Transaction (as defined in the Merger Agreement) and ending ___ days after such date the Restricted Shares were held by the Company Securities Holders (y) the date after the Closing on which the Purchaser consummates a liquidationsuch period, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”” which may be extended from time to time by the Company): (i) lend, offer, pledge, hypothecate, encumberoffer to sell, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesSecurities owned by Company Securities Holder, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesSecurities owned by Company Securities Holder, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Company Securities Holder (I) by gift, will or intestate succession upon the death of Company Securities Holder, (II) to any Permitted Transferee or (IIas defined below), (III) by operation of law, pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (IV) pursuant to any hypothecation or pledge securing a loan; provided, however, that and in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyCompany Securities Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyCompany Securities Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses spouse or domestic partners partner and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Company Securities Holder or the immediate family of the Subject PartyCompany Securities Holder, (3C) if the Subject Party Company Securities Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Company Securities Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Partysimilar equity interests in Company Securities Holder, and (6E) any transferee whereby there is no change in beneficial ownershipAffiliate of Company Securities Holder or any employees, officers, directors or members of Company Securities Holder or any Affiliates of Company Securities Holder. The Subject Party Company Securities Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Company that are consistent with the foregoing or that are and necessary to give further effect thereto. The Company Securities Holder shall provide notice to the Company and the Purchaser prior to engaging in any transaction involving Company Securities Holder’s Restricted Securities and Company Securities Holder agree not to consummate any such transaction unless and until the Company Securities Holder has received written confirmation from the Company or the Purchaser that the Lock-Up Period (as may have been extended) has expired.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, to Transfer any of its Restricted Securities during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) six (6the Release Date,(y) months the date after the occurrence of a Change of Control, and (z) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing; provided, however, that with respect to 50% of the Holder’s Restricted Securities, the Lock-up Period shall be the period commencing on the Closing and ending on the earliest of (x) the Release Date and (y) the date after the Closing on which occurrence of a Change of Control. For the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all purposes of this Agreement the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the term “Lock-Up Period”): Transfer” shall mean: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)otherwise. (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, (A) with respect to Restricted Securities other than the Earnout Shares, during the period commencing from the Closing and ending on the earliest earlier of (x) six one hundred eighty (6180) months days after the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property and (B) with respect to the Earnout Shares, during the period commencing from the date the Earnout Shares are issued to the Holder and ending one hundred eighty (180) days after such date (each such period, a “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer or other disposition of any or all of the Restricted Securities owned by Holder (I) by gift, charitable contribution, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee or (IIdefined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the applicable Lock-Up Period; provided, however, that in either any of cases (I) or ), (II), (III) or (IV) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general its partners, limited partnersshareholders, membersmembers or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoHolder.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on (A) with respect to fifty percent (50%) of the earliest Restricted Securities (excluding any Escrow Shares), the earlier of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (a “Subsequent Transaction”), and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities (including all Escrow Shares), the earliest of (x) one (1) year after the date of the Closing, (y) the date on which the last sale price of Pubco Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing and (z) the date after the Closing on which Pubco consummates a Subsequent Transaction (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than the Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement, Holder’s Exchange Agreement and the Escrow Agreement) (I) by bona fide gift, including to charitable or educational institutions, (II) will or other testamentary document or intestate succession upon the death of Holder, (III) to any Permitted Transferee or Transferee, (IIIV) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (V) solely with respect to a transfer of all of the Restricted Securities owned by Holder (other than the Escrow Shares as described above) at such time in one transaction or a series of related transactions, pursuant to private block transfers to any person or entity or group of persons or entities; provided, however, that in either any of cases (I) or ), (II), (III), (IV) or (V) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or other entity for the direct or indirect benefit of the Subject Party or for which any trustee or beneficiary is Holder or one or more members of the immediate family of the Subject PartyHolder, (3C) any entity or trust for bona fide estate or tax planning purposes, (D) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4E) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5F) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, one-third (1/3rd) of the Exchange Shares received by Holder (excluding any Escrow Shares) will not be Restricted Securities and will not be subject to any of the restrictions set forth in this Agreement. If any Exchange Shares are issued by Pubco after the Closing pursuant to Section 2.5 of the Business Combination Agreement, 1/3rd of such additional Exchange Shares will not be Restricted Securities, and the remainder of such additional Exchange Shares will be additional Restricted Securities hereunder, with fifty percent (50%) of such additional Restricted Securities being subject to the Lock-Up Period described in clause (A) of the first sentence of this Section 1(a) and the remaining fifty percent (50%) of such additional Restricted Securities being subject to the Lock-Up Period described in clause (B) of the first sentence of this Section 1(a).

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six December 31, 2029, (6y) months the date after the date December 31, 2024 on which the closing price of the Closing Company Common Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period following December 31, 2024, and (yz) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock share exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Company for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement or the organizational documents of the Company, as amended, (V) required by virtue of the laws of the State of Nevada or (VI) beginning on January 1, 2025, pursuant to the sale of the Restricted Securities owned by Holder as of the Closing (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like, as well as any transfers pursuant to Clauses (I), (II), and (III)) at a price of $10.50 or greater; provided, that Holder can sell up to 20% of the Restricted Securities at any price in each of 2028 and 2029; provided further that Holder can sell at a price equal to or greater than $18.00 at any point 180 days after the Closing; provided, however, that in either any of the cases of clauses (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or charitable organization for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder or, (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and and, with respect to the Restricted Securities, ending on the earliest of (x) six (6) months after the 180 day anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser Parent consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders shareholders having the right to exchange their shares of equity holdings in the Purchaser Common Stock Parent for cash, securities, securities or other property (a “Subsequent Transaction”), (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) ; provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Parent. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (IA) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural personrelationship by blood, any of the following: such person’s spouse marriage or domestic partneradoption, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsnot more remote than first cousin), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) Holder or to any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested investment fund or other entity controlled by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoHolder.

Lock-Up Provisions. (a) The Subject Party Holders hereby agrees agree not to, during the period commencing from the Closing and ending on through (i) with regard to the earliest Parent Warrants (as defined in the BCA), the thirtieth (30) day anniversary date of the Closing (xthe “Parent Warrants Lock-Up Period”) six and (6ii) months after with regard to all other Restricted Securities, the one hundred and eightieth (180) day anniversary of the date of the Closing and (y) together with the date after the Closing on which the Purchaser consummates a liquidationParent Warrants Lock-Up Period, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, of any Restricted Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), ) or (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), ) or (ii), or (iii), a “Prohibited Transfer”). ; provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (b) The foregoing and to make any required disclosures on Schedule 13D in respect thereof). Notwithstanding the foregoing, the applicable Lock-Up Period and restrictions set forth in this Section 1 shall not apply to the the: (A) transfer of any or all of the Restricted Securities by a bona fide gift or charitable contribution; (IB) transfer of any or all of the Restricted Securities to any Permitted Transferee or Transferee; (IIC) pursuant to transfer of any shares of Parent Common Stock in connection with a court order or settlement agreement related concurrent transfer of common stock in the Company in accordance with, as permitted by and subject to the distribution terms and conditions of assets this Agreement, the BCA and the other agreements entered into in connection with the dissolution Closing; or (D) establishment of marriage or civil uniona trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the applicable Lock-Up Period; provided, however, that in the case of either of cases (IA) or (IIB), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Partysuch holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement; provided, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreementfurther, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) that in the case of an entity, officers, directors, general partners, either (A) or (C) (to the extent such transfer is to a party other than a Permitted Transferee (other than any direct or indirect limited partners, memberspartner of the applicable Holder)), or stockholders in the event of such entity that receive a transfer to any direct or indirect limited partner of a Holder pursuant to clause (B), in each case such transfer as or distribution shall not involve a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretodisposition for value.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during until the period commencing from earlier of (A) the Closing and ending on the earliest earlier of (x) six one (61) months year after the date Closing of the Closing transactions contemplated by the Share Exchange Agreement and (y) the date on which the closing price of Union’s Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any 30-trading day period commencing one hundred and fifty (150) days after the Closing on which of the Purchaser transactions contemplated by the Share Exchange Agreement and (B) the date that the combined company consummates a subsequent liquidation, merger, capital merger stock exchange, reorganization, exchange or other similar transaction with an unaffiliated third party that which results in all of the Purchaser’s stockholders shareholders having the right to exchange their ordinary shares of the Purchaser Common Stock for cash, securities, securities or other property properties (collectively, the “Lock-Up Period”): ) (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares if and until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (A) if Holder is an individual, by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) if Holder is an individual, pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that (x) the transferee executes and delivers to Union and the Purchaser Pre-Closing Union Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this AgreementAgreement and (y) such transfer shall not reduce Holder’s ownership of Union Ordinary Shares to an amount that is below fifty one percent (51%) of the then outstanding Union Ordinary Shares. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) if Holder is an individual, the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2II) if Holder is an individual, any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3III) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4IV) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder, (5V) to any affiliate Affiliate of Holder, (VI) any Person selling shares of Bioceres Semillas S.A. pursuant to Section 4 of the Subject PartyShareholders Agreement of Bioceres Semillas S.A., dated June 1, 2010, as consideration thereof, in accordance with Section 2.8 of the Share Exchange Agreement and (6VII) any transferee whereby there is no change Person selling shares of Rizobacter S.A. pursuant to the exercise of the Rizobacter Call Option (as defined in beneficial ownershipthe Share Exchange Agreement) as consideration thereunder, in accordance with Section 6.25 of the Share Exchange Agreement. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Union or the Purchaser Pre-Closing Union Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after month anniversary of the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, securities or other property property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) provided that ⅓ of such Restricted Securities shall be released from such restrictions if the closing stock price of the Purchaser common stock reaches each of $13.00, $15.00, and $17.00. The foregoing restrictions shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, managers, investment managers or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of Holder, (6) any charitable foundation controlled by the Subject Partyundersigned, its members or stockholders or any of their respective immediate family; and (67) any transferee whereby there is no change in beneficial ownership. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Each Seller hereby agrees not to, during the period commencing from the Closing Date and ending on the earliest of (x) six (6) months after the date one-year anniversary of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property Date (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesExchange Shares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Exchange Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities the Exchange Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities Exchange Shares owned by a Seller, either during his or her lifetime or on death, (IA) by gift, will or intestate succession, or (B) to any Permitted Transferee Affiliate, shareholder, member, partner or (II) pursuant to a court order or settlement agreement related to trust beneficiary, as the distribution case may be, of assets in connection with the dissolution of marriage or civil unionsuch Seller; provided, however, that in either any of cases (IA) or (II), B) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities Exchange Shares subject to the provisions of this Agreement applicable to the Subject PartyAgreement, and there shall be no further transfer of such Restricted Securities Exchange Shares except in accordance with this AgreementSection 5.8(a). As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Each Seller further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on through the earliest earlier of (x) six the one hundred and eightieth (6180) months after day anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser Parent consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Parent for cash, securities, securities or other property (“Change in Control Transaction”) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder: (IA) by a bona fide gift or charitable contribution; (B) by will or intestate succession upon the death of Holder; (C) to any Permitted Transferee or Transferee; (IID) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (E) in connection with the disposition or transfer of Parent Common Shares to the Parent upon the “net” or “cashless” exercise of a stock option for Parent Common Shares; provided that the underlying Parent Common Shares issued to the undersigned upon such exercise shall continue to be subject to this Agreement; (F) in connection with the exercise solely with cash of a stock option for Parent Common Shares by the undersigned, and the receipt by the undersigned from the Parent of Parent Common Shares upon such exercise, provided that the underlying Parent Common Shares shall continue to be subject to the restrictions on transfer set forth in this Agreement; (G) to the Parent of Parent Common Shares in connection with the repurchase by the Parent from the undersigned of Parent Common Shares pursuant to a repurchase right arising upon the termination of the undersigned’s employment or service with the Company or the Parent; provided that such repurchase right is pursuant to contractual agreements with the Company or the Parent; (H) to a trading plan established pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Parent Common Shares; provided that such plan does not provide for the transfer of Parent Common Shares during the Lock-Up Period; or (I) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change in Control Transaction that is approved by the Parent’s Board of Directors; provided, however, that in either any of cases (IA), (B), (C) or (IID), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used ; and provided further, that in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants cases (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsA), (2B) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3C) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as or distribution shall not involve a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretodisposition for value.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (i), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing Closing, and (yB) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of equity holdings in the Purchaser Common Stock Company for cash, securities, securities or other property (a “Subsequent Transaction”), and (ii), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (A) the one (1) year anniversary of the date of the Closing, (B) the date after the Closing on which the Company consummates a Subsequent Transaction and (C) the date on which the closing sale price of the OAC Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing (the “Lock-Up Period”): (ix) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiz) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (ix), (ii), y) or (iiiz) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (ix), (ii), y) or (iiiz), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company and the OAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural personrelationship by blood, any of the following: such person’s spouse marriage or domestic partneradoption, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsnot more remote than first cousin), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) Holder or to any transferee whereby there is no change in beneficial ownershipinvestment fund or other entity controlled by Holder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Company or the OAC Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): ) commencing from the Closing and, with respect to fifty percent (50%) of the Restricted Securities, ending 180 days following the Closing Date and with respect to the remaining fifty percent (50%), 360 days following the Closing Date, (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position 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 Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Galaxy (I) that are sold at least 180 days following the Closing Date at a price per share greater than five Dollars ($5.00), (II) by gift or, if Holder is an individual, by will or intestate succession upon the death of Hxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) if Holder is an individual, pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (V) to the Company in accordance with the requirements of the Transaction Agreements or the organizational documents of the Company, as amended, or (VI) required by virtue of the laws of the State of Nevada or; provided, however, that in either any of the cases (I) or of clauses (II), (III) or (IV) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) if Hxxxxx is an individual, the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any charitable organization or, if Hxxxxx is an individual, trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder or, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party to paragraphs (b) and (c) below, Xxxxxx hereby agrees not to, without the prior written consent of the board of directors of XXXX, during the period commencing from the Closing Date and ending on the earliest of (x) six (6) date that is 24 months after the date of following the Closing Date (subject to paragraphs (b) and (yc) the date after the Closing on which the Purchaser consummates a liquidationbelow, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lendsell, offer, pledgecontract or agree to sell, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sellpledge, grant any option, right or warrant to purchase, purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) The ; provided, that the foregoing restriction shall not apply to: (I) any pledge of any Restricted Securities to one or more lending institutions that create a mere security interest in such Restricted Securities for or in connection with bona fide loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof, so long as Holder continues to control the exercise of the voting rights of such pledged Restricted Securities prior to an event of default (however described) under the agreements for such loans, advances, extensions of credit or refinancings and any transfers of such Restricted Securities upon foreclosure; (II) the transfer of any or all of the Restricted Securities upon the death of Xxxxxx by gift, will or intestate succession; (IIII) to the transfer of any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution all of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyXxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any entities controlled by, controlling or under common control with such Holder, (C) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3D) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (4E) in the case of if Holder is an entity, officers, directors, general any direct or indirect partners, limited partnersmembers or equity holders of Holder, membersany affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder or stockholders of such entity that receive such transfer as a distribution, or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesaffiliates as part of a distribution; (IV) by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (5V) to the transfer of any affiliate or all of the Subject PartyRestricted Securities to the Bondholders in connection with the exchange of such Restricted Securities for the Bonds pursuant to the Transaction Documents. For purposes of this sub-paragraph (V), “Bondholders”, “Bonds” and “Transaction Documents” shall have the meaning as defined in the Bond and Warrant Purchase Agreement, dated November 10, 2019 which was amended by a deed of amendment dated March 9, 2020 and entered into between Best Assistant, NetDragon, ND BVI, Digital Train Limited, Promethean, Nurture Education (6Cayman) any transferee whereby there is no change in beneficial ownership. The Subject Party Limited, the Agent (as defined thereunder) and the Security Agent (as defined thereunder) and further agrees to execute such agreements as may be reasonably requested amended by the Purchaser that are consistent with deed of amendment, standstill waiver and redemption dated as of the foregoing or that are necessary date hereof, 2023 and as further amended, restated, supplemented and/or modified from time to give further effect thereto.time); and

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not tothat, during the period (the “Lock-Up Period”) commencing from on the Closing Date and ending on the earliest of (xI) the date that is six (6) months after the Closing Date and (II) subsequent to the Closing, (X) the first date on which the last sale price of the Common Stock has equaled or exceeded $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 Closing and or (yY) the date after the Closing on which the Purchaser consummates Acquiror completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserAcquiror’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property, Holder will not: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to Notwithstanding the transfer of any or all of foregoing, Holder may Transfer the Restricted Securities Securities: (Ii) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes; (ii) if Holder is a natural person, to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution member of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect as defined below) or to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the Holder’s immediate family of the Subject Partyfamily, (3) or if the Subject Party Holder is a trust, to the trustor a trustor, trustee or beneficiary of such the trust or to the estate of a trustor, trustee or beneficiary of such trust; (iii) upon death or by will, testamentary document or intestate succession; (iv) [reserved]; (v) if Holder is a corporation, partnership, limited liability company or other business entity, (4A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder, or to any investment fund or other entity controlled or managed by Holder or affiliates of Holder (provided, for the avoidance of doubt, that any references in this Agreement to affiliates of Holder shall include any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, Holder), whether for or without any consideration, or (B) as part of a distribution by Holder to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders, whether for or without any consideration; (vi) to the Acquiror in connection with the vesting or settlement of restricted stock units or the “net” or “cashless” exercise of options, warrants or other rights to purchase shares of Acquiror Common Stock, (for purposes of exercising such options, warrants or rights, including any transfer for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or other rights), in all such cases pursuant to equity awards granted under a stock incentive plan or other equity award plan of the Acquiror, which plan is described in one or more registration statements on file with or to be filed with the U.S. Securities and Exchange Commission (the “Registration Statements”); provided, that the foregoing provisions are limited to any restricted stock unit, option, warrant or other right to purchase shares of Acquiror Common Stock that vests, settles or expires during the Lock-Up Period and that any shares of Acquiror Common Stock received upon such vesting, settlement or exercise shall be subject to the terms of this Agreement; (vii) to the Acquiror in connection with (A) the repurchase of shares of Acquiror Common Stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, limited only to a plan that is described in the Registration Statements or (B) a right of first refusal that the Acquiror has with respect to transfers of such shares or securities; (viii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of shares of Acquiror Common Stock involving a Change of Control (as defined below) of the Acquiror; provided, that, in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Restricted Securities shall remain subject to the provisions of this Agreement until expiration of the Lock-Up Period; or (ix) by operation of law pursuant to the rules of descent and distribution or pursuant to a qualified domestic order or in connection with a divorce settlement or any related court order; provided, that, (A) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates(i), (5) to any affiliate of the Subject Partyii), (iii), and (6ix) any transferee whereby there is above, such Transfer shall not involve a disposition for value, (B) in the case of (i), (ii), (iii), (v) and (ix) above, it shall be a condition to the Transfer or distribution that the donee(s), transferee(s) or distributee(s), as the case may be, agrees in writing to be bound by the restrictions set forth herein, (C) in the case of (i), (ii), and (iii) above, no change filing by Holder under Section 16 of the Exchange Act, or other public filing, report or announcement by Holder reporting a reduction in beneficial ownership. The Subject Party further agrees ownership of shares of Acquiror Common Stock shall be required or shall be voluntarily made during the Lock-Up Period, and (D) in the case of (vi), (vii) and (ix) above, no filing under Section 16 of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Acquiror Common Stock shall be voluntarily made during the Lock-Up Period and, if Holder is required to execute file a report under Section 16 of the Exchange Act during the Lock-Up Period, Holder shall include a statement in such agreements as may be reasonably requested by report to the Purchaser effect that are consistent such Transfer is to the Acquiror in connection with the foregoing repurchase of shares of Acquiror Common Stock pursuant to a right of first refusal, or that are necessary by operation of law, such as pursuant to give further effect theretoa qualified domestic order or in connection with a divorce settlement or any other court order, as the case may be.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) six the fifteen (615) months after month anniversary of the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property and (z) the “Lock-Up Period”): date on which the closing sale price of the Pubco Ordinary Shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIdefined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or (IV) to Pubco in accordance with the requirements of the Business Combination Agreement; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (i) with respect to fifty percent (50%) of each type of Restricted Securities (x) the one (1) year anniversary of the date of the Closing, (y) the date on which the closing price of the Purchaser Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like occurring after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing twenty (20) trading days prior to the six (6) months month anniversary of the Closing, and (z) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s stockholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (ii) respect to the remaining fifty percent (50%) of each type of Restricted Securities (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): Subsequent Transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Securities until such Escrow Securities are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. For the avoidance of doubt, (x) no such agreement (subjecting a Permitted Transferee to the provisions of this Agreement) shall in any way extend the Lock-Up Period and (y) when applying the definition of “Permitted Transferee” to determine whether a Transfer by a Permitted Transferee who has received Restricted Units is a Permitted Transfer, any reference in the definition of Permitted Transferee to Holder shall be deemed to be a reference to such Permitted Transferee then seeking to be the transferor of Restricted Securities. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) six one (61) months year after the date of the Closing, (y) the date on which the last sale price of Pubco Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing and (yz) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than the Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement, Holder’s Exchange Agreement and the Escrow Agreement) (I) by bona fide gift, including to charitable or educational institutions, (II) will or other testamentary document or intestate succession upon the death of Holder, (III) to any Permitted Transferee or (IIIV) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I) or ), (II), (III) or (IV) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or other entity for the direct or indirect benefit of the Subject Party or for which any trustee or beneficiary is Holder or one or more members of the immediate family of the Subject PartyHolder, (3C) any entity or trust for bona fide estate or tax planning purposes, (D) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4E) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5F) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party hereby Holder agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six the one (61) months year anniversary of the Closing, (y) the first date after the date Closing on which the last sale price of MEDS Common Stock on the Closing principal securities exchange or securities market on which such security is then traded equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, share consolidations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser consummates MEDS or its shareholders consummate a third-party tender offer, stock, sale, liquidation, merger, capital stock share exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all holders of the Purchaser’s stockholders at least a majority of MEDS Common Stock having the right to exchange their shares of the Purchaser Common Stock equity holdings in MEDS for cash, securities, securities or other property (the “Lock-Up Period”): property; (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to MEDS in accordance with the requirements of the Merger Agreement, or (V) required by virtue of the laws of Delaware; provided, however, that in either the of cases of clauses (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser MEDS an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or charitable organization for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change similar equity interests in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser MEDS that are consistent with the foregoing or that are necessary to give further effect theretoforegoing.

Lock-Up Provisions. (a) The Subject Party Consultant and its nominees or transferees with respect to the Class A Ordinary Shares and the Class B Ordinary Shares (including, but not limited to, with respect to the Class B Ordinary Shares, as set forth on the signature page hereto) hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)) for the duration of the “Lock-Up Period”, in relation to 100% of the Restricted Securities, for the period commencing on and from the Closing and ending nine (9) months after the date of the Closing. (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyConsultant, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyConsultant’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Consultant or the immediate family of the Subject PartyConsultant, (3) if the Subject Party Consultant is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders shareholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject PartyConsultant, and (6) any transferee whereby there is no change in beneficial ownership, and (6) Consultant’s nominees or transferees with respect to Consultant’s Class A Ordinary Shares and the Class B Ordinary Shares. The Subject Party Consultant and its nominees or transferees further agrees agree to be bound by the provisions of this Agreement and further, to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from on the date of the Closing and ending on the earliest earlier of (x) six (6) months the date that is 180 days after the date of the Closing Closing, (y) the date on which the closing price of the OceanTech Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred fifty (150) days following the Closing, and (yz) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of the Purchaser Common Stock OceanTech Ordinary Shares for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, will or intestate succession upon the death of Xxxxxx, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) (other than clauses (G), (D) or (II), I) of the definition of “Permitted Transferee”) or (III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder, (E) any Affiliate of Holder, (F) pursuant to an order or decree of a governmental entity, (G) from an executive officer to the Company or its subsidiary or parent entities upon death, disability or termination of employment, in each case, of such executive officer, (H) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, subject to any requisite approvals for the change of control needed from the Company’s board of directors or holders and provided that (i) in the case of an entityevent that after such tender offer, officersmerger, directorsconsolidation or other similar transaction, general partnersany Restricted Securities are not transferred, limited partnerssold or tendered, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed Restricted Securities held by such persons or their respective affiliates, (5) the undersigned shall remain subject to any affiliate of the Subject Partyprovisions hereof, and (6ii) in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the undersigned shall remain subject to the provisions hereof and (I) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any transferee whereby there is no change option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Agreement, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any award granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in beneficial ownershipeach case on a “cashless” or “net exercise” basis. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Sponsor hereby agrees not to, to Transfer any of its Restricted Securities during the period (the “Lock-up Period”) commencing from the Closing and ending on the following: (i) with respect to Restricted Securities which are Founder Shares, on the earliest of of: (xA) six the Release Date, (6) months after the date of the Closing and (yB) the date after the Closing occurrence of a Change of Control, and (C) the date on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all closing sale price of the Purchaser’s stockholders having Pubco Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, Closing; and (ii) enter into any swap or other arrangement that transfers with respect to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities which are Private Placement Securities, or (iii) publicly disclose on the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)Release Date. (b) The foregoing Section 7(a) shall not apply to the transfer Transfer of any or all of the Restricted Securities owned by Sponsor (Ii) to Pubco’s officers or directors, any Permitted Transferee affiliates or family members of any of Pubco’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (IIii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a court order or settlement agreement related to the distribution of assets qualified domestic relations order; (v) by private sales made in connection with the consummation of a Change of Control at prices no greater than the price at which the securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of marriage the Sponsor; (vii) in the event of Pubco’s liquidation, merger, share exchange, reorganization or civil unionother similar transaction which results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property subsequent to the Closing; and (h) which were acquired in the PIPE Investment or in open market transactions after the Closing; provided, however, that in either the case of cases clauses (Ia) or through (IIe), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and Transfer that the transferee executes and delivers to Pubco or the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartySponsor, and there shall be no further transfer Transfer of such Restricted Securities except in accordance with this Agreement. . (c) As used in for purpose of this AgreementSection 7, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.term:

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of (x) six (6) months the date that is 180 days after the date of the Closing and Date, (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock share exchange, reorganizationasset acquisition, share repurchase, recapitalization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders public shareholders having the right to exchange their shares equity holdings in Purchaser for cash, securities or other property and (z) the date on which the closing sale price of the Purchaser Class A Common Stock equals or exceeds $12.00 per share (as adjusted for cashshare splits, securitiesshare dividends, or other property reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to (x) the transfer of any or all of the Restricted Securities owned by Hxxxxx, if the transfer of any or all of the Restricted Securities owned by Hxxxxx (I) is by gift, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee (defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party hereby to Section 1(b) and the other terms of this Agreement, each Holder agrees that it shall not to, effectuate a Transfer of the Restricted Securities during the period commencing from on the Closing Date and ending on the date that is the earliest of (x) six (6) months after the Closing, (y) the first trading day following the date on which the last reported sale price of Holdings 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 consecutive 30 trading-day period commencing 30 days following the Closing and (yz) the date after following the Closing on which the Purchaser consummates Holdings completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s its stockholders having the right to exchange their shares of the Purchaser Common Stock common stock for cash, securities, securities or other property (the “Lock-Up Period”): ). (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by any of the Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period (i) lendin the case of any Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, (ii) by gift to a member of the Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is one or more member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization, (iii) by virtue of the laws of descent and distribution upon death of the individual, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) to the extent required by any legal or regulatory order and (viii) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Ordinary Shares involving a change of control of Holdings or which results in all of the holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (i) through (viii), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on any Holder’s Restricted Securities, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of any of the Holders (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate and book entry position evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED XXXXXXX. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of any doubt, each Holder shall retain all of his or her rights as a shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant of any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer 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 U.S. Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securitiessecurity, (iib) enter entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsecurity, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii)otherwise, or (iii), a “Prohibited Transfer”). (bc) The foregoing shall not apply to the transfer public announcement of any or all of the Restricted Securities intention to effect any transaction specified in clause (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (Ia) or (IIb), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Sponsor hereby agrees not to, during the period commencing from on the Closing Date and ending on upon the earliest earlier of (xi) six (6) months after the date first anniversary of the Closing and Date, (yii) the date date, following the 180th day after the Closing Date, on which the Purchaser consummates VWAP of the Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), (iii) the date, following the 270th day after the Closing Date, on which the VWAP of the Class A Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), or (iv) the Buyer’s completion of a liquidation, merger, capital stock exchange, reorganization, exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of the Purchaser Class A Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): ), (ix) lendsell, offer, pledge, hypothecate, encumber, donate, assign, offer to sell, contract to sell, sell any option or contract to purchasehypothecate, purchase any option or contract to sellpledge, grant any option, right or warrant option to purchase, purchase or otherwise transfer dispose of or agree to dispose of, directly or indirectly, any Restricted Securitiesor establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder with respect to such security, (iiy) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsuch security, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii)otherwise, or (iii)z) publicly announce any intention to effect any transaction specified in clause (x) or (y) (each, a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Sponsor (Ii) as a distribution to any Permitted Transferee its partners, stockholders or members or (IIii) pursuant if consented to a court order or settlement agreement related to in advance by the distribution of assets in connection with the dissolution of marriage or civil unionPost-Closing Buyer Board; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entityclause (i), officers, directors, general partners, limited partners, members, or stockholders the permitted transferee must enter into a written agreement agreeing to be bound by these transfer restrictions to the extent and for the duration that such terms remain in effect at the time of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretotransfer.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the six (6) months after the date month anniversary of the Closing Date, (y) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the six (6) month anniversary of the Closing Date, and (y) a Subsequent Transaction (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee (defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses spouse or domestic partners partner and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, members or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatesincluding, for the avoidance of doubt, distributions upon the liquidation and dissolution of Holder (if Holder is an entity), (5) to any affiliate of the Subject PartyHolder, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on continuing for the earliest of of: (x) six the one (61) months after the year anniversary date of the Closing Closing, (y) the date on which the closing sale price of the Company’s common stock equals or exceeds Twelve U.S. Dollars (US$12.00) per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser Company consummates a transaction, including a liquidation, merger, capital stock exchange, reorganization, exchange or other similar transaction with an unaffiliated third party that (a “Subsequent Transaction”), which results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of the Purchaser Common Stock Company common stock for cash, securities, securities or other property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder, (IA) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural personrelationship by blood, any of the following: such person’s spouse marriage or domestic partneradoption, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsnot more remote than first cousin), (2II) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3III) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4IV) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5V) to any affiliate of the Subject Party, and (6) Holder or to any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested investment fund or other entity controlled by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoHolder.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after including the date hereof and to close of the Closing business in New York City one hundred and eighty (y180) the date days after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (II) to any Permitted Transferee or (IIdefined below), and (III) pursuant to a court order qualified domestic relations order, divorce settlement, divorce decree or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of the foregoing cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. . (c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate (as defined in Rule 405 under the Securities Act of the Subject Party1933, and (6as amended) any transferee whereby there is no change in beneficial ownershipof Holder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Seller hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date month anniversary of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (ia) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesBuyer Stock, (iib) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted SecuritiesBuyer Stock, or (iiic) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), a) or (iiib) above is to be settled by delivery of Restricted Securities Buyer Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (ia), (iib), or (iiic), a “Prohibited Transfer”). (b) The foregoing . Notwithstanding the foregoing, “Prohibited Transfer” shall not apply include (i) transfers of Buyer Stock to Seller’s Affiliates, (ii) transfers of Buyer Stock by virtue of the transfer laws of the jurisdiction of Seller’s organization and in accordance with Seller’s organizational documents upon dissolution of Seller, (iii) transfers of Buyer Stock as a gift or gifts, (iv) transfers of Buyer Stock in the event of Buyer’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in the equityholders of Buyer having the right to exchange their equity interests of Buyer for cash, securities or other property or (v) the execution of any or all trading plan providing for the sale of Buyer Stock after the end of the Restricted Securities (ILock-Up Period which meets the requirements of Rule 10b5-1(c) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to under the distribution of assets in connection with the dissolution of marriage or civil unionExchange Act; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatesclauses (i), (5ii) to any affiliate of the Subject Party, and (6) iii), that any transferee whereby there is no change thereof agrees in beneficial ownershipwriting to be bound by the terms of this Section 6.19. The Subject Party Seller further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or Xxxxx that are necessary to give further effect theretoto the foregoing provisions. If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Buyer shall refuse to recognize any such purported transferee of the Buyer Stock as one of its equity holders for any purpose. In order to enforce this Section 6.19, Xxxxx may impose stop-transfer instructions with respect to the Buyer Stock of Seller until the end of the Lock-Up Period.

Lock-Up Provisions. (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”) for the duration of the “Lock-Up Period”, as follows: i) in relation to 100% of the Restricted Securities, for the period commencing on and from the Closing and ending twelve (12) months after the date of the Closing (the “Initial Lock-up Period”); and ii) once the Initial Lock-up Period has expired, in relation to 25% of the Restricted Securities, for the period commencing on and from the end of the Initial Lock-Up Period and ending six (6) months after that date, (together, the “Lock-up Period”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership, (7) to a third-party who receives the Subject Party’s Restricted Securities as part of a share exchange, notwithstanding Section 2(a)(iii), provided that the purpose of the share exchange is the furtherance of the Company’s business and is assented to by the Company, and the recipient party agreed to be bound by the terms as those contained in this Agreement. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six the one (61) months after year anniversary of the date of the Closing Closing, (y) the date on which the closing price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred fifty (150) days after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) the one (1) year anniversary of the date of the Closing, (B) if the Insider Letter is amended following the Insider Letter Agreement Approval prior to the Closing, six (6) months after the date of the Closing Closing, and (yC) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Each Restricted Holder hereby agrees not to, during the period commencing from the Closing Effective Date and ending on the earliest earlier of (x) six the one (61) months after year anniversary of the date of the Closing consummation of the transactions contemplated by the Share Exchange Agreement (the “Closing”) and (y) the date after the Closing on which the Purchaser Buyer consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction following the Closing with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Buyer for cash, securities, securities or other property (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted SecuritiesShares, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, Shares or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities shares of Buyer Common Stock or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). ; provided, that after the six (b6) The foregoing shall not apply month anniversary of the Closing, each Restricted Holder may enter into and consummate any transaction described in clauses (i) through (iii) above for up to a total number of shares of Buyer Common Stock in any day equal to ten percent (10%) of the average daily volume of the shares of Buyer Common Stock during the prior week. Notwithstanding the foregoing, a transfer of any or all of the Restricted Securities (I) Shares owned by a Restricted Holder to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution an Affiliate of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it such Restricted Holder shall not be a condition to such transfer Prohibited Transfer, provided that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee Affiliate executes and delivers to Buyer and the Purchaser Company an agreement stating that the transferee such Affiliate is receiving and holding the such Restricted Securities Shares subject to the provisions of this Agreement applicable to the Subject PartyAgreement, and there shall be no further transfer of such Restricted Securities Shares except in accordance with this Agreement. As used in this AgreementIn addition, each Restricted Holder agrees that such Restricted Holder will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the term “Permitted Transferee” shall mean: (1) the members registration of the Subject Party’s immediate family (any Restricted Shares or any other shares of Buyer Common Stock or any security convertible into or exercisable or exchangeable for purposes shares of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipBuyer Common Stock. The Subject Party Each Restricted Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Buyer that are consistent with the foregoing or that are necessary to give further effect thereto. (b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Buyer shall refuse to recognize any such purported transferee of the Restricted Shares as one of its equity holders for any purpose. In order to enforce this Section 1, Buyer shall impose stop-transfer instructions with respect to the Restricted Shares of each Restricted Holder (and permitted transferees and assigns thereof) until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any Restricted Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT DATED AS OF JULY 12, 2016 BY AND AMONG THE ISSUER OF SUCH SECURITIES, SWISS HEIGHTS ENGINEERING S.A. AND CERTAIN OF SUCH ISSUER’S SHAREHOLDERS, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the six (6) months after the date month anniversary of the Closing Date, (y) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders ’ s shareholders having the right to exchange their shares of the Purchaser Common Stock Ordinary Shares for cash, securities, securities or other property (a “Subsequent Transaction”) and (B) and with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) six (6) months after the date of the Closing, and (y) a Subsequent Transaction (such period, the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses spouse or domestic partners partner and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general as a distribution to partners, limited partnersstockholders, membersmembers of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, similar equity interests in Holder upon the liquidation and dissolution of Holder and (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. [With respect to the controlling shareholder of the Company: (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing applicable Release Date, and (y) the date after the Closing occurrence of a Change of Control, and (z) the date on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all closing sale price of the Purchaser’s stockholders having Pubco Ordinary Shares has equaled or exceeded $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period, provided that in the right to exchange their shares case of clause (z), only one third of the Purchaser Common Stock for cash, securities, or other property (Restricted Shares shall be released from the “following limitations on each of the following three dates: the last day of the Lock-Up Period”): , the three (3)-month anniversary of the last day of the Lock-Up Period and the six (6)-month anniversary of the last day of the Lock-Up Period: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). ] [OR] [With respect to certain holders of the Founder Shares and certain other shareholders of the Company: (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) the Release Date, and (y) the date after the occurrence of a Change of Control, and (z) the date on which the closing sale price of the Pubco Ordinary Shares has equaled or exceeded $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period, provided that (1) in the case of clause (x), 30% of the Restricted Shares shall be released from the following limitations on the date after the expiry of the Lock-Up Period, and the remaining 70% of the Restricted Shares shall be released from the following limitations on the one (1)-year anniversary of the Closing Date, and (2) in the case of clause (z), only one third of the Restricted Shares shall be released from the following limitations on each of the following three dates: the last day of the Lock-Up Period, the three (3)-month anniversary of the last day of the Lock-Up Period and the six (6)-month anniversary of the last day of the Lock-Up Period: (i) lend, offer, pledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”).] [With respect to the controlling shareholder of the Company: (b) The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (II) to any Permitted Transferee or (IIdefined below), (III) pursuant to a court order qualified domestic relations order, divorce settlement, divorce decree or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (V) to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (VI) which was acquired in the PIPE Investment or in open market transactions after the Closing, (VII) the transfer in connection with any legal, regulatory or other order; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco or the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement.] [OR] [With respect to certain holders of the Founder Shares and certain other shareholders of the Company: (b) The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Holder, (II) to any Permitted Transferee (defined below), (III) pursuant to a qualified domestic relations order, divorce settlement, divorce decree or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (IV) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (V) to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (VI) which was acquired in the PIPE Investment or in open market transactions after the Closing, (VII) the transfer in connection with any legal, regulatory or other order; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Pubco or the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; provided further that with respect to Restricted Securities other than the Founder Shares, within first two (2) years after the Closing, before the Holder (other than [the controlling shareholder of the Company]) sells any Restricted Securities on the public market, the Holder shall provide [the controlling shareholder of the Company]or its shareholder with, and [the controlling shareholder of the Company] or its shareholder shall be entitled to a right of first offer with respect to such sale. If such Holder declines to accept the offer of [the controlling shareholder of the Company] or its shareholder, such Holder may not sell any Restricted Securities in the public market within such first two (2) years at a price lower than the price per share offered by [the controlling shareholder of the Company] or its shareholder without again providing [the controlling shareholder of the Company] or its shareholder with a right of first refusal.] [With respect to the controlling shareholder of the Company: (c) As used in this Agreement, the term (X) “Change of Control” shall mean: one transaction or a series of related transactions (whether by share transfer, tender offer, merger, consolidation or otherwise), following which (i) the shareholder of [the controlling shareholder of the Company] ceases to hold directly or indirectly shares representing no less than 50% of the voting power of Pubco or otherwise Control (as defined in the Business Combination Agreement) Pubco, and (ii) the shareholders of Pubco and their direct and indirect equity holders immediately prior to such transaction or series of related transactions no longer holder directly or indirectly no less than 50% of Pubco’s shares; (Y) “Release Date” shall mean: (A) with respect to fifty percent (50%) of the Restricted Securities, the twelve (12) month anniversary of the date of the Closing, (B) with respect to twenty-five percent (25%) of the Restricted Securities, the eighteen (18) month anniversary of the date of the Closing, and (C) with respect to remaining twenty-five percent (25%) of the Restricted Securities, the twenty-four (24) month anniversary of the date of the Closing; and (Z) “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate (as defined in Rule 405 under the Securities Act of the Subject Party1933, and (6as amended) any transferee whereby there is no change in beneficial ownershipof Holder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto.] [OR] [With respect to certain holders of the Founder Shares and certain other shareholders of the Company:

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, to Transfer any of its Restricted Securities during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of following: (x) six with respect to Restricted Securities which are Founder Shares, fifty percent (650%) months after of such Founder Shares on the date of earliest of: (A) the Closing and Release Date, (yB) the date after the Closing occurrence of a Change of Control, and (C) the date on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all closing sale price of the Purchaser’s stockholders having Pubco Ordinary Shares has equaled or exceeded $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the right Closing; (y) with respect to exchange their shares Restricted Securities which are Founder Shares, fifty percent (50%) of such Founder Shares on the Purchaser Common Stock for cashearliest of: (A) the Release Date and (B) the date after the occurrence of a Change of Control; and (z) with respect to Restricted Securities which are Private Placement Securities, securities, or other property on the Release Date. (b) For the purposes of this Agreement the term “Lock-Up Period”): Transfer” shall mean: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”)otherwise. (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of of, (x) the six (6) months after month anniversary of the date of the Closing Closing, (y) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 150 days after the Closing, and (yz) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (ii), B) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii), B) or (iiiC), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (i) by gift, will or intestate succession upon the death of Holder, (ii) to any Permitted Transferee or (IIiii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (Ii), (ii) or (II), iii) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2II) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3III) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4IV) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5V) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six with respect to (6A) months after one-third (1/3rd) of each type of Restricted Security, the date one (1) year anniversary of the Closing, (B) an additional one-third (1/3rd) of each type of Restricted Security, the two (2) year anniversary of the Closing and (C) the remaining one-third (1/3rd) of each type of Restricted Security, the three (3) year anniversary of the Closing, and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the equity holdings in Purchaser Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing and Closing, (yB) the date after the Closing on which the Purchaser consummates Buyer completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of the Purchaser Buyer Class A Common Stock for cash, securitiessecurities or other property, or other property (C) an Optional Conversion Date (as defined in the “Lock-Up Period”): Replacement Note) with respect to shares of Buyer Class A Common Stock issuable upon such Optional Conversion: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to Buyer pursuant to any contractual arrangement in effect on the Effective Date that provides for the repurchase of shares of Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to Buyer; provided, however, that in either any of cases (I), (II), (III) or (II)IV) above, it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder, (5E) to any affiliate of the Subject PartyHolder, and (6F) any transferee whereby there is no change in beneficial ownershipnominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (E) above. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Xxxxx that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Holder may (a) exercise outstanding options, settle restricted stock units or other equity awards or exercise outstanding warrants that Holder owns and (b) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Restricted Securities (each such plan, a “Trading Plan”); provided that (1) such Trading Plans do not provide for the transfer of Restricted Securities during the Lock-Up Period and (2) no filing by any party under the Exchange Act or other public announcement will be required or made voluntarily in connection with such Trading Plan during the Lock-Up Period in contravention of this Agreement.

Lock-Up Provisions. (a) The Subject Party Each Holder hereby agrees not to, during the period commencing from on the Closing Date (as defined in the BCA) and ending on through the earliest earlier of (x) six the one hundred and eightieth (6180th) months after the date day anniversary of the Closing Date and (y) the date after the Closing Date on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (“Change in Control Transaction”) (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly of any Common Stock (other than (x) any securities convertible or indirectly, exercisable into Common Stock or (y) any Common Stock issuable upon the conversion or exercise of the securities described in clause (x)) (the “Restricted Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingforegoing (other than the filing of a registration statement with the Commission which contemplates such a transaction), whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply apply: (a) to the transfer of any or all of the Restricted Securities owned by a Holder by a bona fide gift or charitable contribution; (Ib) to the transfer of any or all of the Restricted Securities owned by a Holder by will or intestate succession upon the death of such Holder; (c) to the transfer of any or all of the Restricted Securities owned by a Holder to any Permitted Transferee Transferee; (d) to the transfer of any or (II) all of the Restricted Securities owned by a Holder pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; (e) to the pledge of the Restricted Securities owned by a Holder to a nationally recognized financial institution to secure a bona fide debt financing and any foreclosure by such financial institution or transfer to such financial institution in lieu of foreclosure; (f) to the transfer of any or all of the Restricted Securities owned by a Holder to Pubco in connection with the repurchase by Pubco from the undersigned of any Restricted Securities pursuant to a repurchase right arising upon the termination of the undersigned’s employment or service with Pubco; provided, that such repurchase right is pursuant to contractual agreements with Pubco; (g) to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock; provided, that such plan does not provide for the transfer of Common Stock during the Lock-Up Period; or (h) with respect to voting rights pursuant to the execution and delivery of a support, voting or similar agreement in connection with a Change in Control Transaction that is approved by Pubco’s board of directors; provided, however, that in either any of cases (Ia), (b), (c), (d) or (IIe), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement Section 11 applicable to the Subject Partysuch Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used Section 11; and provided further, that in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants cases (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsa), (2b) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3c) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as or distribution shall not involve a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipdisposition for value. The Subject Party Each Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, (i) the provisions of this Section 11(a) shall not apply to shares of Common Stock held by a Holder resulting from purchases in open market transactions prior to and after the date of this Agreement, (ii) with respect to the GPM Minority Investors (as defined in the BCA) and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Restricted Securities issued to such GPM Minority Investor as consideration for the consummation of the transactions contemplated by the GPM EPA (as defined in the BCA), and (iii) with respect to the [MSD Entities] and their Permitted Transferees, the provisions of this Section 11(a) shall only apply to Common Stock issued to such [MSD Entities] upon conversion of the Company’s Series A convertible preferred stock, par value $0.0001 per share. (b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 11(b), Pubco may impose stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate or book-entry position evidencing any Restricted Securities shall be marked with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK-UP AGREEMENT, DATED AS OF [●], 2020, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any Restricted Securities that are entitled to vote. Pubco agrees to (i) instruct its transfer agent to remove the legends in Section 11(c) upon the expiration of the Lock-Up Period and (ii) cause its legal counsel, at Pubco’s expense, to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause (i). (e) The Private Placement Warrants shall be subject to the restrictions on transfer set forth in Section 2.6 of the Warrant Agreement, dated June 6, 2019, by and between Xxxxxxxx and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”).

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) the six (6) months after of the date of the Closing and Closing, (y) the date after the Closing on which the Purchaser closing price of the Company Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, share consolidations, subdivisions, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period following the Closing, and (z) the date after the Closing on which the Company consummates a liquidation, merger, capital stock share exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Company for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly disclose announce the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement, or (V) required by virtue of the laws of the Cayman Islands; provided, however, that in either any of the cases of clauses (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or charitable organization for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder or, (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing and Closing, (yB) the date after the Closing on which the Purchaser consummates Company completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders having the right to exchange their shares of the Purchaser Company’s Class A Common Stock for cash, securitiessecurities or other property, or other property (C) an Optional Conversion Date (as defined in the “Lock-Up Period”): Note) with respect to Shares issuable upon such Optional Conversion: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to the Company pursuant to any contractual arrangement in effect on the Effective Date that provides for the repurchase of shares of the Company’s Class A common stock in connection with the termination of the undersigned’s employment with or service to the Company; provided, however, that in either any of cases (I), (II), (III) or (II)IV) above, it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder upon the liquidation and dissolution of Holder, (5E) to any affiliate of the Subject PartyHolder, and (6F) any transferee whereby there is no change in beneficial ownershipnominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (E) above. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Holder may (a) exercise outstanding options, settle restricted stock units or other equity awards or exercise outstanding warrants that Holder owns and (b) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Restricted Securities (each such plan, a “Trading Plan”); provided that (1) such Trading Plans do not provide for the transfer of Restricted Securities during the Lock-Up Period and (2) no filing by any party under the Exchange Act or other public announcement will be required or made voluntarily in connection with such Trading Plan during the Lock-Up Period in contravention of this Agreement.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) the six (6) months after month anniversary of the date of the Closing and Closing, (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, securities or other property property, and (z) the date on which the closing sale price of the Purchaser Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to (x) the transfer of any or all of the Restricted Securities owned by Holder, if the Holder is a corporation, partnership, limited liability company or other business entity, to another corporation, partnership, limited liability company or other business entity so long as the transferee controls, is controlled by or is under common control with the Holder and such transfer is not for value or (y) the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Hxxxxx, (II) to any Permitted Transferee (defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (Ix) or (II), y) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Hxxxxx is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, trust and (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Hxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earliest of (x) six the one (61) months year anniversary of the date of the Closing, (y) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (z) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (B), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidationSubsequent Transaction, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) ; provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares and the Earnout Shares until such Escrow Shares and Earnout Shares are disbursed to such Holder from the Escrow Accounts in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement(s)), (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural personrelationship by blood, any of the following: such person’s spouse marriage or domestic partneradoption, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsnot more remote than first cousin), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) Holder or to any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested investment fund or other entity controlled by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoHolder.

Lock-Up Provisions. (a) The Subject Party hereby Lxxx agrees not tothat in connection with any registered initial public offering by the Company of its common stock (“IPO”), during the period commencing from beginning on and including the Closing date of the underwriting agreement through and ending on including the earliest of (x) six (6) months date that is 365 days after the date of the Closing and (y) underwriting agreement for the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property IPO (the “Lock-Up Period”): ), Lxxx, or any affiliated party of Lxxx or any successor in interest to the RSUs or Shares, will not, without the prior written consent of the lead underwriter for the IPO and the Company, directly or indirectly: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose ofof RSUs or Shares, directly or indirectly, any Restricted Securities, or (ii) enter into any swap or other agreement, arrangement or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership consequence of the Restricted Securities, RSUs or (iii) publicly disclose the intention to do any of the foregoingShares, whether any such transaction described in clauses clause (i), ) or (ii), or (iii) above is to be settled by delivery of Restricted Securities or RSUs, Shares, other securities, in cash or otherwise otherwise. Moreover, if: (any 1) during the last 17 days of the foregoing described Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall be extended and the restrictions imposed by this section shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the earnings release or the occurrence of the material news or material event, as the case may be, unless the lead underwriter for the IPO and the Company each waives, in clauses (i)writing, (ii), or (iii), a “Prohibited Transfer”)such extension. (b) The foregoing shall not apply to Notwithstanding the transfer of any or all provisions set forth in the immediately preceding paragraph, the undersigned may, without the prior written consent of the Restricted Securities (I) lead underwriter, transfer vested RSUs or Shares as a bona fide gift or gifts, or by will or intestacy, to any Permitted Transferee member of the immediate family (as defined below) of the undersigned or (II) pursuant to a court order trust the beneficiaries of which are exclusively the undersigned or settlement agreement related members of the undersigned’s immediate family or to the distribution of assets in connection with the dissolution of marriage a charity or civil unioneducational institution; provided, however, that in either of cases (I) or (II), it shall be a condition to such the transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that (A) the transferee executes and delivers to the Purchaser an lead underwriter of the IPO and the Company not later than one business day prior to such transfer, a written agreement, in substantially the form of this agreement stating that the transferee is receiving and holding the Restricted Securities subject otherwise satisfactory in form and substance to the provisions lead underwriter for the IPO and the Company, and (B) if Lxxx is required to file a report under Section 16(a) of this Agreement applicable the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of the RSUs vested during the Lock-Up Period (as the same may be extended as described above), Lxxx shall include a statement in such report to the Subject Partyeffect that such transfer or distribution is not a transfer for value and that such transfer is being made as a gift or by will or intestacy, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreementas the case may be. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for For purposes of this Agreementparagraph, “immediate family” shall mean with respect to any natural persona spouse, any child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoundersigned.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier to occur of (xi) December 31, 2024 and (ii) the six (6) months after month anniversary of the date of Buyer receives the Closing and Stockholder Approval: (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (iA), (ii), B) or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (ii), B) or (iiiC), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II)III) it shall, it shall except as otherwise expressly provided below, be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Buyer an agreement (a “Transferee Agreement”) stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1i) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2ii) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3iii) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (4iv) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of similar equity interests in Holder (provided, however, that if such entity that receive such transfer as a distributiondistributee is not, or related investment funds or vehicles controlled or managed by such persons or their respective taken together with its affiliates, a beneficial owner of at least five percent (5%) to any affiliate of the Subject Partytotal issued and outstanding equity interests in the Seller, then such distributee will not be required to execute and (6) any transferee whereby there is no change in beneficial ownershipdeliver a Transferee Agreement to the Buyer). The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Xxxxx that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six with respect to fifty percent (650%) of the Restricted Securities, the earlier to occur of (i) twelve (12) months after the date of the Closing and (yii) the date after the Closing on which the Purchaser consummates closing price of New SPAC Common Shares equals or exceeds USD$12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for any twenty (20) trading days within a liquidationthirty (30)-trading day period starting after the Closing, merger, capital stock exchange, reorganization, or other similar transaction and (y) with an unaffiliated third party that results in all respect to fifty percent (50%) of the Purchaser’s stockholders having Restricted Securities, twelve (12) months after the right to exchange their shares date of the Purchaser Common Stock for cash, securities, or other property Closing (the “Lock-Up Period”): (iA) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option option, or contract to purchase, purchase any option option, or contract to sell, grant any option, right right, or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (iiB) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iiiC) publicly disclose the intention to do any of the foregoingforegoing (other than the filing of a registration statement with the Commission which contemplates such a transaction and related disclosures), whether any such transaction described in clauses (iA), (iiB), or (iiiC) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (iA), (iiB), or (iiiC), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party hereby to Section 1(b) and the other terms of this Agreement, each Holder agrees that it shall not to, effectuate a Transfer of the Restricted Securities during the period commencing from on the Closing Date and ending on the date that is the earliest of (x) six (6) months after the Closing, (y) the first trading day following the date on which the last reported sale price of Holdings 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 consecutive 30 trading-day period commencing 30 days following the Closing and (yz) the date after following the Closing on which the Purchaser consummates Holdings completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s its stockholders having the right to exchange their shares of the Purchaser Common Stock common stock for cash, securities, securities or other property (the “Lock-Up Period”): ). (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of the Restricted Securities that are held by any of the Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period (i) lendin the case of any Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, (ii) by gift to a member of the Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is one or more member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization, (iii) by virtue of the laws of descent and distribution upon death of the individual, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) to the extent required by any legal or regulatory order, and (viii) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Ordinary Shares involving a change of control of Holdings or which results in all of the holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (i) through (viii), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on any Holder’s Restricted Securities, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of any of the Holders (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate and book entry position evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED XXXXXXX. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of any doubt, each Holder shall retain all of his or her rights as a shareholder of Holdings with respect to the Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell grant of any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer 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 U.S. Securities and Exchange Commission promulgated thereunder with respect to, any Restricted Securitiessecurity, (iib) enter entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoingsecurity, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other such securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii)otherwise, or (iii), a “Prohibited Transfer”). (bc) The foregoing shall not apply to the transfer public announcement of any or all of the Restricted Securities intention to effect any transaction specified in clause (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (Ia) or (IIb), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party to Section 1(b) hereof, Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six (6) months 180 days after the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Parent consummates a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserParent’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Parent for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion (collectively, “Permitted Transfers”); provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Parent an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate similar equity interests in Holder upon the liquidation and dissolution of the Subject PartyHolder, and (6E) any transferee whereby there is no change in beneficial ownershipAffiliate of Holder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser Parent that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest of (x) date that is six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): Closing: (i) lend, offer, pledgepledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, offer to sell, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”); provided, that at any time subsequent to the Closing Date, the Lock-up Period shall end on the date on which Pubco completes a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of the outstanding Pubco Ordinary Shares being converted into cash, securities or other property. (b) The foregoing Section 1(a) shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (Ii) by gift, will or intestate succession, virtue of laws of descent and distribution upon the death of Xxxxxx, (ii) to any Permitted Transferee or (IIdefined below), (iii) pursuant to a court order qualified domestic relations order, divorce settlement, divorce decree or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, (iv) to Pubco to satisfy tax withholding obligations pursuant to Pubco’s equity incentive plans or arrangements, (v) to Pubco pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Pubco or forfeiture of the Restricted Securities, (vi) which was acquired in open market transactions after the Closing, (vii) the transfer in connection with any legal, regulatory or other order; provided, however, that in either any of cases (Ii), (ii) or (II), iii) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco or the Purchaser SPAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. . (c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyXxxxxx’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or spouse, domestic partner, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder by virtue of the laws of the jurisdiction of the Holder’s organization and the Holder’s organizational documents upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5E) to any affiliate (as defined in Rule 405 under the Securities Act of the Subject Party1933, and (6as amended) any transferee whereby there is no change in beneficial ownershipof Holder. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Pubco that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six (6) months 180 days after the date of the Closing and (y) the date after the Closing on which the Purchaser Company consummates a liquidation, merger, capital stock share exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserCompany’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock Company Ordinary Shares for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly announce or disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing restrictions detailed in sub-sections (i), (ii) and (iii) above shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil unionunion or pursuant to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement or otherwise to any third party in accordance with the requirements of the Business Combination Agreement and with the Company’s consent, (V) required by virtue of the laws of the State of Israel, by the ISA and/or by the TASE, (VI) to the Company pursuant to the repurchase provisions of existing employment agreements and equity grant documents, or (VII) to the Company in satisfaction of any tax withholding obligation; provided, however, that in either any of the cases of clauses (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Company and the SPAC Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust or charitable organization for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, as a distribution to (i) the Holder’s officers or directors, general partnersany affiliates or family members of any of the Holder’s officers or directors, or (ii) limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliatessimilar equity interests in Holder or, (5E) to any affiliate of Holder or to any investment fund or other entity controlled by the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Company that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (x) six (6) months 365 days after the date of the Closing and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (the a “Lock-Up PeriodSubsequent Transaction”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIas defined below), (III) pursuant to a court order or settlement, (IV) relating to shares of capital stock acquired in open market transactions after the Closing, (V) to the Company pursuant to the exercise (on a cashless or net exercise basis) of any option to purchase capital stock of the Company, (VI) for the purpose of satisfying withholding taxes due upon the exercise, settlement or lapse of restrictions of an equity award (such as through a “cashless,” “net exercise” or “net settlement” procedure) or (VII) pursuant to an agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall prohibit Holder from entering into a trading plan under SEC Rule 10b5-1, provided that no transfers under such plan will be made during the Lock-Up Period. For the avoidance of doubt, nothing in this Agreement shall prohibit the acquisition by, or delivery or issuance to, Holder of shares of Pubco Common Stock pursuant to the grant, settlement or exercise of an equity award, it being understood that any such shares shall, to the extent they constitute Restricted Securities, be subject to the restrictions of this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, and (5E) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing and or (yB) the date after the Closing on which the Purchaser consummates Buyer completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of the Purchaser Buyer Class A Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to Buyer pursuant to any contractual arrangement in effect on the Effective Date that provides for the repurchase of shares of Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to Buyer or (vi) if Xxxxxx’s employment with Credova Financial under the Employment Agreement is terminated without Cause (as defined therein) or if the Holder resigns for Good Reason (as defined therein); provided, however, that in either any of cases (I), (II), (III) or (II)IV) above, it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5similar equity interests in Holder upon the liquidation and dissolution of Holder,(E) to any affiliate of the Subject PartyHolder, and (6F) any transferee whereby there is no change in beneficial ownershipnominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (E) above. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Xxxxx that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Holder may (a) exercise outstanding options, settle restricted stock units or other equity awards or exercise outstanding warrants that Holder owns, (b) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Restricted Securities (each such plan, a “Trading Plan”); provided that (1) such Trading Plans do not provide for the transfer of Restricted Securities during the Lock-Up Period and (2) no filing by any party under the Exchange Act or other public announcement will be required or made voluntarily in connection with such Trading Plan during the Lock-Up Period in contravention of this Agreement, and (c) may sell Restricted Securities to satisfy any indemnification claims for which it may be responsible pursuant to the Merger Agreement.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A) with respect to fifty percent (50%) of the Restricted Securities, ending on the earliest earlier of (x) six one (61) months year after the date of the Closing Closing, and (y) the date after the Closing on which the Purchaser Pubco consummates a liquidation, merger, capital stock exchange, reorganization, share exchange or other similar transaction with an unaffiliated third party that results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock equity holdings in Pubco for cash, securities, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the one (1) year anniversary of the date of the Closing, (y) the date after the Closing on which Pubco consummates a Subsequent Transaction and (z) the date on which the closing sale price of Pubco Ordinary Shares equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), ) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (provided, however, that for the avoidance of doubt, the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company or Pubco) (any of the foregoing described in clauses (i), (ii), ) or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than its rights to the Holdback Shares until such Holdback Shares are issued to Holder in accordance with the terms and conditions of the Business Combination Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (IIIII) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (I), (II) or (II), III) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of Holder. Notwithstanding the Subject Partyforegoing, Holder may create a charge over the Restricted Securities or otherwise grant a security interest over or create any encumbrance over the Restricted Securities, provided that such charge, security interest or encumbrance can only be enforced after the end of the Lock-Up Period; and (6) provided, further, that Holder may not create any transferee whereby there is no change such charge, security interest or encumbrance with respect to its rights to any Holdback Shares until such Holdback Shares are actually issued in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent accordance with the foregoing or that are necessary to give further effect theretoBusiness Combination Agreement.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and (A), with respect to fifty percent (50%) of each type of the Restricted Securities, ending on the earliest of (x) six the one (61) months year anniversary of the date of the Closing, (y) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (z) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (B), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidationSubsequent Transaction, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) ; provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to such Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement), (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (IIC) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (IA), (B) or (II), C) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural personrelationship by blood, any of the following: such person’s spouse marriage or domestic partneradoption, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblingsnot more remote than first cousin), (2) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, similar equity interests in Holder upon the liquidation and dissolution of Holder or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) Holder or to any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested investment fund or other entity controlled by the Purchaser that are consistent with the foregoing or that are necessary to give further effect theretoHolder.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period commencing from the Closing and ending on the earliest earlier of, (i) with respect to fifty percent (50%) of each type of the Restricted Securities (including Escrow Shares), (x) the six (6) months month anniversary of the date of the Closing, (y) the date on which the closing sale price of the Purchaser Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (a “Subsequent Transaction”), and (ii) with respect to the remaining fifty percent (50%) of the Restricted Securities, (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property Subsequent Transaction (the “Lock-Up Period”): (i) lendsell, offertransfer, assign, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, hypothecate or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses foregoing (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (Iother than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (i) by gift, will or intestate succession upon the death of Holder, (ii) to any Permitted Transferee or Transferee, (IIiii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either any of cases (Ii), (ii) or (II), iii) it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1I) Purchaser’s officers, directors or their respective affiliates, (II) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2III) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3IV) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4V) in the case of an entity, officers, directors, general as a distribution to partners, limited partnersshareholders, membersmembers of, or stockholders owners of such entity that receive such transfer as a distributionsimilar equity interests in Holder upon the liquidation and dissolution of Holder, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5VI) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownershipHolder. The Subject Party Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Each Selling Shareholder hereby agrees agrees, severally and not tojointly, during the period commencing from the Closing and ending on the earliest earlier of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock share exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their shares of the Purchaser Common Stock Ordinary Shares for cash, securities, or other property (the “Lock-Up Period”): ) to not: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Purchaser Class A Ordinary Shares received by each Selling Shareholder in the transactions contemplated by this Agreement (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities, ”); (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or ; or (iii) publicly disclose the intention to do any of the foregoing, ; whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Partyeach Selling Shareholder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. . (c) As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Partysuch Selling Shareholder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party such Selling Shareholder or the immediate family of the Subject Partysuch Selling Shareholder, (3) if the Subject Party Selling Shareholder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders shareholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Partysuch Selling Shareholder, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party Each Selling Shareholder further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject Party Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earliest earlier of (xA) six the one (61) months after year anniversary of the date of the Closing and or (yB) the date after the Closing on which the Purchaser consummates Buyer completes a liquidation, merger, capital stock exchange, reorganization, reorganization or other similar transaction with an unaffiliated third party that results in all of the PurchaserBuyer’s stockholders having the right to exchange their shares of the Purchaser Buyer Class A Common Stock for cash, securities, securities or other property (the “Lock-Up Period”): property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, (iii) engage in any short sales, including all such sales defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers or (iiiiv) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), (iii) or (iiiiv) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), (iii) or (iiiiv), a “Prohibited Transfer”). (b) . The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee or (IIas defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, or (V) to Buyer pursuant to any contractual arrangement in effect on the Effective Date that provides for the repurchase of shares of Buyer Class A Common Stock in connection with the termination of the undersigned’s employment with or service to Buyer; provided, however, that in either any of cases (I), (II), (III) or (II)IV) above, it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser Buyer an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject PartyHolder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1A) the members of the Subject PartyHolder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partnerspouse, the siblings of such person and his or her spouse or domestic partnerspouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2B) any trust for the direct or indirect benefit of the Subject Party Holder or the immediate family of the Subject PartyHolder, (3C) if the Subject Party Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4D) in the case of if Holder is an entity, officers, directors, general partners, as a distribution to limited partners, membersshareholders, members of, or stockholders owners of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5similar equity interests in Holder upon the liquidation and dissolution of Holder,(E) to any affiliate of the Subject PartyHolder, and (6F) any transferee whereby there is no change in beneficial ownershipnominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (E) above. The Subject Party Xxxxxx further agrees to execute such agreements as may be reasonably requested by the Purchaser Xxxxx that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, the Holder may (a) exercise outstanding options, settle restricted stock units or other equity awards or exercise outstanding warrants that Holder owns, (b) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Restricted Securities (each such plan, a “Trading Plan”); provided that (1) such Trading Plans do not provide for the transfer of Restricted Securities during the Lock-Up Period and (2) no filing by any party under the Exchange Act or other public announcement will be required or made voluntarily in connection with such Trading Plan during the Lock-Up Period in contravention of this Agreement, and (c) may sell Restricted Securities to satisfy any indemnification claims for which it may be responsible pursuant to the Merger Agreement.