Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees in favor of PubCo that it, he or she it shall not Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right Lock-Up Period applicable to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)it. (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Securities during the Lock-Up Period (i) to the Company(A) PubCo’s officers or directors, (B) any affiliate affiliates or family member members of any of the CompanyPubCo’s officers or directors, (C) any affiliate direct or indirect partners, members or equity holders of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) any direct or indirect partners, members or equity holders of such Lock‑Up Holder, any affiliates of such Holder or any member of related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person or entity, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; or (v) in the case entry, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination Agreement, of any trading plan providing for sale of shares of the Lock-Up Securities by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided however that such plan does not provide for, or permit, the sale of any Lock-Up Securities during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (vi) to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (vii) through (v) above; (vii) by virtue of the laws of Cayman Islands or the State of Delaware or a Lock‑Up HolderSponsor’s organizational documents limited liability company agreement, as amended from time to time, upon dissolution of such Lock‑Up Holder the Sponsor; (each such transfereeviii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock options, including through a “Permitted Transferee”)net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xi) forfeitures of PubCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof or other 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 Date; or (xiii) in connection with any legal, regulatory or other order; provided, however, thatthat in the case of clauses (i) through (vi), in each case, any such Permitted Transferees must enter into a written agreement with the Company PubCo agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Any Transfer not permitted under this Section 10 that is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer Agreement shall be null and void ab initio, initio and the Company PubCo shall refuse to recognize any such purported transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company PubCo may impose stop‑transfer stop-transfer instructions with respect to the Restricted Lock-Up Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder shareholder of the Company PubCo with respect to the Restricted Lock-Up Securities it holds that are PubCo Ordinary Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Lock-Up Securities that are such Holders is entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right Lock-Up Period applicable to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)such Holder. (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) any direct or indirect partners, members or equity holders of the Company’s officers or directorsSponsor, any affiliate or family member of any affiliates of the Company’s officers Sponsor or directorsany related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the Company Holders or any direct or indirect partners, members or equity holders of the Company Holders, any affiliate affiliates of such Lock‑Up Holder the Company Holders or any member of related investment funds or vehicles controlled or managed by such Lock‑Up HolderPersons or their respective affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family, family or an affiliate of such individual Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) to the partners, members or equityholders of such Holder by virtue of the laws Sponsor’s organizational documents, as amended; (vii) in connection with a pledge of PubCo Common Shares, or any other securities convertible into or exercisable or exchangeable for PubCo Common Shares, to a financial institution, including the enforcement of any such pledge by a financial institution; (viii) to the Company; (ix) as forfeitures of PubCo Common Shares pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of PubCo Common Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the Board of Directors of the State of Delaware Company or a Lock‑Up Holderduly authorized committee thereof or other similar transaction which results in all of the Company’s organizational documents upon dissolution of such Lock‑Up Holder shareholders having the right to exchange their PubCo Common Shares for cash, securities or other property subsequent to the Closing Date; or (each such transfereexii) in connection with any legal, a “Permitted Transferee”)regulatory or other order; provided, however, thatthat in the case of clauses (i) through (vi), in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Lock-Up Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder securityholder of the Company with respect to the Restricted Lock-Up Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holder is entitled to vote. The Company agrees , as applicable. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder, a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares or Lock-Up Warrants, as applicable, rounded down to the nearest whole Lock-Up Share or Lock-Up Warrant, as applicable Lock‑Up Period and equal to the product of (i) the total percentage of Lock-Up Shares or Lock-Up Warrants, as applicable, held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) cause its legal counselthe total number of Lock-Up Shares or Lock-Up Warrants, at as applicable, held by the undersigned immediately following the consummation of the Closing; provided that the foregoing shall not be applicable with respect to a release or waiver of any Holder that holds less than an aggregate of 50,000 PubCo Common Shares or PubCo Warrants. (f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) and 7(b) of that certain letter agreement dated as of October 21, 2021 by and among the Company, the Sponsor and certain of the Company’s expense, current and former officers and directors (the “Prior Agreement”) with respect to deliver such Holder and such provisions of the necessary legal opinions, if any, Prior Agreement shall be of no further force or effect with respect to the transfer agentsuch Holder.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period (i) to the CompanyHolder’s officers or officers, directors, management committee members or members, (ii) to any affiliate or family member of any Affiliates of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member Affiliates of such Lock‑Up Holder’s officers, directors, management committee members or members; (iiiii) in the case of an individualindividual referred to in (i) and (ii) above, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iii) in the case of an individual, organization or by virtue of laws of descent and distribution upon death of such individual; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in (i) and (ii) above and in relation to which such person has the case ability to direct the management of an individual, pursuant to a qualified domestic relations orderassets comprising the bond portfolio; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware New York or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transfereethe Cayman Islands, a “Permitted Transferee”); provided, however, thatthat in the case of clauses or (vi) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each casecase made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) (i) through (vi) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the other restrictions contained in this AgreementSecond Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and (iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) If Notwithstanding the foregoing, if at any Transfer not permitted under this Section 10 is made time the sale price of the Pubco Ordinary Shares equals or attempted contrary to the provisions of this Agreementexceeds $15.00 per share (as adjusted for share capital subdivisions, such purported prohibited Transfer shall be null and void ab initiomergers, consolidations, dividends, reorganizations, recapitalizations and the Company shall refuse to recognize any such purported transferee as one of its equity holders like) for any purpose. In order to enforce this Section 10(c)twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Company may impose stop‑transfer instructions Transfer Restrictions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Periodall Lock-Up Shares shall cease to apply. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●l], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the CompanyHolder’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliate(s) of the Holder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate familyImmediate Family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case individual or pursuant to operation of an individual, law pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement; or (v) in the case of a Holder (or any Permitted Transferee) that is a corporation, partnership, limited liability company, partnership, trust or other business entity, transfers to its stockholdersany partners (general or limited), beneficiaries, members, partners managers, shareholders or trust beneficiaries as part holders of a distributionsimilar equity interests in the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their Affiliates; (vi) by virtue of the laws any binding law or order of a governmental entity or by virtue of the State of Delaware or a Lock‑Up Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up the Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (each provided such transferee, borrowing or incurrence of indebtedness is secured by a “Permitted Transferee”portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, thatthat in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of Section 2(b), provided further, that in each casethe case of clauses (i) through (viii), any such these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to twenty-five percent (25%) of the Lock-Up Shares (the “First Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional twenty-five percent (25%) of the Lock-Up Shares (the “Second Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the other restrictions contained in this AgreementSecond Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional twenty-five percent (25%) of the Lock-Up Shares (the “Third Tranche”) on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and (iv) the Transfer Restriction shall expire with respect to an additional twenty-five percent (25%) of the Lock-Up Shares on the date that is four (4) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●l], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (ed) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities Lock-Up Shares. (e) No Other Lock-Up Agreement contains lock-up restrictions that are entitled materially less restrictive than the lock-up restrictions applicable to vote. The Company Holder under this Agreement, provided, however, that the Other Restrictions are deemed to be lock-up restrictions that are not materially less restrictive for purposes of this Section 2(e). (f) Pubco hereby agrees to that: (i) instruct its transfer agent if, after the date hereof, any Other Lock-Up Agreement is amended, modified or waived in a manner favorable to remove a Company Shareholder or the legends Sponsor (as applicable) and a similar amendment, modification or waiver would also be favorable to the Holder in Section 10(d) upon relation to the expiration terms of this Agreement, this Agreement shall be contemporaneously amended in the applicable Lock‑Up Period same manner and Pubco shall provide prompt notice thereof to the Holder; and (ii) cause if any Company Shareholder or the Sponsor (as applicable) is released (including through the termination of the relevant Other Lock-Up Agreement) from any or all of the lock-up restrictions under its legal counselrespective Other Lock-Up Agreement, at other than in accordance with the Company’s expenseterms of such Other Lock-Up Agreement, to deliver the necessary legal opinions, if any, Holder will be similarly and contemporaneously released from the applicable lock-up restrictions hereunder and Pubco shall provide prompt notice hereof to the transfer agentHolder.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”).: (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to the Company(A) CayCo’s officers or directors, ; (B) any affiliate affiliates or family member members of any of the CompanyCayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliate affiliates of such Lock‑Up Holder or any member of related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) by virtue to the partners, members or equity holders of such Holder, including, for the laws avoidance of doubt, where the State of Delaware Holder is a partnership, to its general partner or a Lock‑Up Holder’s organizational documents upon dissolution successor partnership or fund, or any other funds managed by such partnership; (vii) to CayCo; (viii) the exercise of such Lock‑Up Holder (each such transfereestock options, including through a “Permitted Transfereenet” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”)) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in connection with any legal, regulatory or other order; provided, however, that, that in each case, any the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company CayCo agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company CayCo may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder shareholder of the Company CayCo with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holders is entitled to vote. The Company agrees . (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-Up Period, then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares, rounded down to the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from this Agreement multiplied by (ii) cause its legal counsel, at the Company’s expense, to deliver total number of Lock-Up Shares held by the necessary legal opinions, if any, to Holders immediately following the transfer agentconsummation of the Closing.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that itThe Holders hereby agree not to, he or she shall not Transfer any Common Stock until during the period commencing from the Closing and through the earlier of (ix) six months or the one hundred and eightieth (ii180) day anniversary of the date of the Closing and (y) the date after the Closing on which Parent consummates a Change of Control (as defined below) (the Company completes a liquidation“Lock-Up Period”): sell, mergertransfer to another or otherwise dispose of, capital stock exchangein whole or in part, reorganization the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted Securities or other similar transaction that results securities, in cash or otherwise (any of the foregoing, a “Prohibited Transfer”). The foregoing sentence shall not apply to: (A) the transfer of any or all of the Company’s stockholders having the right to exchange their shares of Common Stock for cashRestricted Securities by a bona fide gift or charitable contribution, securities on death by will or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individual, by gift intestacy to a member of such individual’s Holders’ immediate family or to a trust, the beneficiary beneficiaries of which is are exclusively the undersigned and/or a member or members of such individual’s Holders’ immediate family, family or an affiliate of such individual person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (B) the transfer of any or all of the Restricted Securities to any Permitted Transferee; or or (vC) in the case establishment of a corporationtrading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part that such plan does not provide for the transfer of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of Restricted Securities during the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)Lock-Up Period; provided, however, thatthat in any of cases (A) or (B), in each caseit shall be a condition to such transfer that the transferee, any such Permitted Transferees must enter if not a Company Stockholder, enters into a written agreement with the Company agreeing to be bound by the restrictions herein; provided, further, that in any of cases (A) or (B) such transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreementor distribution shall not involve a disposition for value. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the CompanyHolder’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliate(s) of the Holder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case individual or pursuant to operation of an individual, law pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement; or (v) in the case of a Holder (or any Permitted Transferee) that is a corporation, partnership, limited liability company, partnership, trust or other business entity, transfers to its stockholdersany partners (general or limited), beneficiaries, members, partners managers, shareholders or trust beneficiaries as part holders of a distributionsimilar equity interests in the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their Affiliates; (vi) by virtue of the laws any binding law or order of a governmental entity or by virtue of the State of Delaware or a Lock‑Up Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up the Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (each provided such transferee, borrowing or incurrence of indebtedness is secured by a “Permitted Transferee”portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, thatthat in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of Section 2(b), provided further, that in each casethe case of clauses (i) through (vii), any such these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to [ l ]7 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “First Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional [ l ]8 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “Second Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the other restrictions contained in this AgreementSecond Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional [ l ]9 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) If Notwithstanding the foregoing, if at any Transfer not permitted under this Section 10 is made time the closing price of the Pubco Ordinary Shares equals or attempted contrary to the provisions of this Agreementexceeds $15.00 per share (as adjusted for share capital subdivisions, such purported prohibited Transfer shall be null and void ab initiomergers, consolidations, dividends, reorganizations, recapitalizations and the Company shall refuse to recognize any such purported transferee as one of its equity holders like) for any purpose. In order to enforce this Section 10(c)twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Company may impose stop‑transfer instructions Transfer Restrictions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Periodall Lock-Up Shares shall cease to apply. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●l], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote vote, and to receive any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends dividends and distributions in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counselrespect of, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentany Lock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Securities during the Lock-Up Period: (i) in the case of an entity, to another entity that is an affiliate (as defined in Rule 405 promulgated under the Company’s officers or directorsSecurities Act of 1933, any affiliate or family member of any as amended) of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; ; (ii) in the case of an individualentity, to its direct or indirect partners, members or equity holders, or any related investment fund or vehicle controlled or managed by the Holder or its affiliates, or who shares a common investment advisor with the Holder; (iii) by bona fide gift or gifts, including, without limitation, to a charitable organization; (iv) to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family, family or an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or person; (v) in the case of a corporationtrust, limited liability company, partnership, to the trustor or beneficiary of such trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part the estate of a distribution, or to any corporation, partnership or other entity that is its affiliate, beneficiary of such trust; (vi) by virtue of the laws of descent, will or intestate succession and distribution upon death of such individual; (vii) to a partnership, limited liability company or other entity of which the State Holder and their immediate family are the legal and beneficial owner of Delaware all of the outstanding equity securities or similar interests; (viii) to a nominee or custodian of a person or entity to whom a Transfer would be permitted under clauses (i) though (vii); (ix) pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (x) to the Company pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Company or forfeiture of shares of common stock or other securities convertible into or exercisable or exchangeable for common stock in connection with the termination of the Holder’s service to the Company; (xi) to the Company pursuant to a “net” or “cashless” exercise of stock options, or other equity awards for the purpose of paying the exercise price of such stock options or other equity awards; (xii) to the Company to satisfy tax withholding requirements upon the vesting of equity awards; (xiii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a Lock‑Up Holderduly authorized committee thereof or other similar transaction which results in all of the Company’s organizational documents upon dissolution stockholders having the right to exchange their shares for cash, securities or other property subsequent to the Closing Date; provided that in the event that liquidation, merger, stock exchange, reorganization, tender offer is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)this Agreement; provided, however, that, that in each case, any the case of clauses (i) through (ix) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b2 (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the Permitted Transferee), agreeing to be bound by these transfer restrictions. For purposes of this section, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall have the other meaning set forth in Rule 405 under the Securities Act of 1933, as amended No provision in this Agreement shall be deemed to restrict or prohibit the exercise or exchange by the Holder of any equity award or warrant to acquire any shares of Company Common Stock it being understood that such shares of Company Common Stock shall be subject to the restrictions contained on Transfer set forth in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Lock-Up Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Lock-Up Securities it holds that constitute Company Common Stock during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Lock-Up Securities that are such Holder is entitled to vote. . (e) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Section 9 of that certain letter agreement dated as of February 25, 2021 by and among the Company, Sponsor and certain of the Company’s current and former officers and directors, as applicable, (the “Insider Letter”) and which provisions in Section 9 of the Insider Letter shall be of no further force or effect upon the effectiveness of the lock-up provisions of this Agreement. (f) In addition, notwithstanding anything herein to the contrary, the undersigned may establish a trading plan that complies with Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”) or amend an existing 10b5-1 Trading Plan so long as there are no Transfers or sales of Company agrees to Common Stock under such plan during the Lock-Up Period; provided that the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading Plan, in either case, providing for Transfers or sales of Company Common Stock shall only be permitted if (i) instruct its transfer agent the establishment or amendment of such plan is not required to remove be reported in any public report or filing with the legends in Section 10(d) upon Securities and Exchange Commission (the expiration of “SEC”), or otherwise during the applicable Lock‑Up Period Lock-Up Period, and (ii) cause the undersigned does not otherwise voluntarily effect any public filing or report regarding the establishment or amendment of such plan during the Lock-Up Period. (g) In the event that the Company, in its legal counseldiscretion, releases or waives, in full or in part, any Holder (a “Triggering Holder”), then the same percentage of the total number of Lock-Up Securities held by the undersigned as the percentage of the total number of Lock-Up Securities held by the Triggering Holder that are the subject of such waiver shall be immediately and fully released on the same terms from the applicable prohibition(s) set forth herein. The provisions of this paragraph will not apply if (i) (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect at the Company’s expensetime of the transfer, (ii) the aggregate number of Lock-Up Securities affected by such releases or waivers (whether in one or multiple releases or waivers) with respect to deliver one or more Holders is less than or equal to 1% of the necessary legal opinionstotal number of shares of Company Common Stock outstanding as of immediately following the Closing, if anyor (iii) the release or waiver is granted to a Holder of Company Common Stock in connection with a follow-on public offering of Company Common Stock pursuant to a registration statement filed with the SEC, whether or not such offering or sale is wholly or partially a secondary offering of the Company Common Stock, and the undersigned, only to the transfer agentextent the undersigned has a contractual right to demand or require the registration of the undersigned’s Company Common Stock or “piggyback” on a registration statement filed by the Company for the offer and sale of its Company Common Stock, has been given an opportunity to participate on a basis consistent with such contractual rights in such follow-on offering.

Lock-Up Provisions. (a) Each Lock‑Up Subject to the exclusions in Section 1(b), each Holder agrees that it, he or she shall not to Transfer any Common Stock Lock-up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Lock-up Period (the “Common Stock Lock‑Up PeriodLock-up”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-up Shares during the Lock-up Period (i) to the Company(A) New PubCo’s officers or directors, (B) any affiliate Affiliates or family member members of any of the CompanyNew PubCo’s officers or directors, any affiliate of such Lock‑Up Holder or (C) the other Holders or any member direct or indirect partners, members or equity holders of the Holders, any Affiliates of the Holders or any related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective Affiliates; (ii) in the case of an individual, by bona fide gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate Affiliate of such individual person or to a charitable organizationentity; (iii) as a bona fide gift or gifts or charitable contribution; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (ivv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (vii) to New PubCo; or (viii) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by virtue the board of directors of New PubCo (the laws “Board of the State of Delaware Directors”) or a Lock‑Up duly authorized committee thereof or other similar transaction which results in all of New PubCo’s stockholders having the right to exchange their Common Shares for cash, securities or other property subsequent to the Closing Date. If dividends are declared and payable on the Holder’s organizational documents upon dissolution Lock-up Shares in Ordinary Shares, such dividends will also be Lock-up Shares subject to the terms of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b1(a) and the other restrictions contained in of this Agreement. (c) If any Transfer not permitted under this Notwithstanding the provisions set forth in Section 10 1(a), if the Lock-up Period, excluding in connection with a Lock-up Period Early Release, is made scheduled to end during a Blackout Period or attempted contrary within five (5) Trading Days prior to a Blackout Period, the Lock-up Period shall end ten (10) Trading Days prior to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company may impose stop‑transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end commencement of the applicable Lock‑Up PeriodBlackout Period (the “Blackout-Related Release”); provided that New PubCo shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 6-K, at least two (2) Trading Days in advance of the Blackout-Related Release; and provided further, that the Blackout-Related Release shall not occur unless New PubCo shall have publicly released its earnings results for the quarterly period during which the Closing occurred. (d) During Notwithstanding the Lock‑Up Periodother provisions set forth in this Section 1, each certificate the Board of Directors may, in its sole discretion, determine to waive, amend, or book‑entry position evidencing repeal the Lock-up obligations set forth herein; provided, that, any Restricted Securities held by such waiver, amendment or repeal (each, a Lock‑Up Holder “Release”) shall be marked with a legend in substantially the following formrequire, in addition to any other vote of the members of the Board of Directors required to take such action pursuant to the Governing Documents of New PubCo or applicable legends: law, the affirmative vote of the directors who have been designated by SPAC (the “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP AGREEMENTSPAC Designees”); provided, DATED AS OF [●]further, 2022that, 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 REQUESTin the event the SPAC Designees are no longer serving as members of the Board of Directors, and, at such time, with respect to any Lock-up Shares by one or more Holders (such Holder, a “Released Holder”), the Board of Directors determines to waive, amend, or repeal the Lock-up obligations set forth herein pursuant to this Section 1(d), then the Applicable Percentage of the Lock-up Shares (solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) held by the SPAC Sponsor on the date of such waiver, amendment or repeal shall be immediately and fully waived, amended or released, as applicable, in each case, on the same terms from the applicable Lock-up (solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) obligations set forth in the Sponsor Support Agreement.” (e) For the avoidance purposes of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to this Section 1: (i) instruct its transfer agent the term “Affiliate” has the meaning ascribed to remove such term in Rule 12b-2 promulgated under the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.Exchange Act;

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period (i) to the CompanyHolder’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of the Holder or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of the Holder being an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iiiiv) in the case of the Holder being an individual, by virtue of laws of descent and distribution upon death of such individual; (ivv) in the case of the Holder being an individual, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar equity interests of the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law, order of a Governmental Authority or the laws Holder’s Organization Documents upon liquidation or dissolution of the State Holder; (viii) in connection with any pledge, hypothecation or other granting of Delaware a security interest in the Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a Lock‑Up portfolio of assets or equity interests issued by multiple issuers); or (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of Pubco Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Holder’s organizational documents upon dissolution Lock-Up Shares shall remain subject to the provisions of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”Section 2(b); provided, however, that, that in each case, any such the case of clauses (i) through (ix) these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the other restrictions contained in this AgreementLock-Up Period. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●•], 20222023, BY AND AMONG BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the expiration of the Lock-Up Period, Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, including issuing new share certificates in respect of the Lock-Up Shares. (ed) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”).: (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to the Company(A) CayCo’s officers or directors, ; (B) any affiliate affiliates or family member members of any of the CompanyCayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor or the Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliate affiliates of such Lock‑Up Holder or any member of related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) by virtue to the partners, members or equity holders of such Holder, including, for the laws avoidance of doubt, where the State of Delaware Holder is a partnership, to its general partner or a Lock‑Up Holder’s organizational documents upon dissolution successor partnership or fund, or any other funds managed by such partnership; (vii) to CayCo; (viii) the exercise of such Lock‑Up Holder (each such transfereestock options, including through a “Permitted Transfereenet” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”)) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; (xi) in connection with any legal, regulatory or other order; or (xii) in connection with any transfer or assignment permitted or provided in the SPAC SEC Filings; provided, however, that, that in each case, any the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company CayCo agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company CayCo may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder shareholder of the Company CayCo with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holders is entitled to vote. The Company agrees . (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-Up Period, then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares, rounded down to the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from this Agreement multiplied by (ii) cause its legal counsel, at the Company’s expense, to deliver total number of Lock-Up Shares held by the necessary legal opinions, if any, to Holders immediately following the transfer agentconsummation of the Closing.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right applicable Lock-Up Period with respect to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)such Lock-Up Shares. (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the Company’s or ProKidney’s officers or directors, (B) any affiliate affiliates or family member of any members of the Company’s or ProKidney’s officers or directors, (C) any affiliate direct or indirect partners, members or equity holders of such Lock‑Up Holder the Sponsor or Sponsor Key Holders, any affiliates of the Sponsor or the Sponsor Key Holders or any member related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the ProKidney Holders or any direct or indirect partners, members or equity holders of the ProKidney Holders, any affiliates of the ProKidney Holders or any related investment funds or vehicles controlled or managed by such Lock‑Up HolderPersons or their respective affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family, family or an affiliate of such individual Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) to the partners, members or equityholders of such Holder by virtue of the laws Sponsor’s organizational documents, as amended; (vii) in connection with a pledge of shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, or any other securities convertible into or exercisable or exchangeable for shares of Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, to a financial institution, including the enforcement of any such pledge by a financial institution; (viii) to the Company or ProKidney; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock or New Company Common Units to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the State of Delaware Company or a Lock‑Up Holderduly authorized committee thereof or other similar transaction which results in all of the Company’s organizational documents upon dissolution stockholders having the right to exchange their shares of such Lock‑Up Holder Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; (each such transfereexii) pursuant to an exchange of New Company Common Units for shares of Acquiror Common Stock pursuant to the Exchange Agreement (provided, a “Permitted Transferee”that any shares of Acquiror Common Stock for which New Company Common Units are exchanged pursuant to this clause (xii) shall continue to be Lock-Up Shares for the duration of the applicable Lock-Up Period); or (xiii) in connection with any legal, regulatory or other order; provided, however, thatthat in the case of clauses (i) through (vi), in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company and ProKidney may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company or equityholder of ProKidney, as applicable, with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holder is entitled to vote. The Company agrees . (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole Lock-Up Share equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) cause its legal counselthe total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing; provided that, at the foregoing shall not be applicable with respect to a release or waiver of any Holder that holds less than an aggregate of 100,000 New Company Common Units. (f) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Sections 7(a) and 7(b) of that certain letter agreement dated as of June 29, 2021 and that certain letter agreement dated as of September 24, 2021, in each case by and among the Company, the Sponsor and certain of the Company’s expensecurrent and former officers and directors (collectively, to deliver the necessary legal opinions, if any, to “Insider Letters”) and which provisions in Sections 7(a) and 7(b) of the transfer agentInsider Letters shall be of no further force or effect.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the CompanyHolder’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliate(s) of the Holder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case individual or pursuant to operation of an individual, law pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement; or (v) in the case of a Holder (or any Permitted Transferee) that is a corporation, partnership, limited liability company, partnership, trust or other business entity, transfers to its stockholdersany partners (general or limited), members, partners managers, shareholders or trust beneficiaries as part holders of a distributionsimilar equity interests in the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their Affiliates; (vi) by virtue of the laws any binding law or order of a governmental entity or by virtue of the State of Delaware or a Lock‑Up Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up the Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (each provided such transferee, borrowing or incurrence of indebtedness is secured by a “Permitted Transferee”portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, thatthat in the event that such tender offer, in each casemerger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of Section 2(b). (b) The Holder hereby agrees that it shall not, and shall cause any such of its Permitted Transferees must enter into a written agreement not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the Company agreeing following: (i) the Transfer Restriction shall expire with respect to be bound by ten percent (10%) of the transfer restrictions herein in this Section 10(bLock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the other restrictions contained in this AgreementSecond Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and (iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) If Notwithstanding the foregoing, if at any Transfer not permitted under this Section 10 is made time the sale price of the Pubco Ordinary Shares equals or attempted contrary to the provisions of this Agreementexceeds $15.00 per share (as adjusted for share capital subdivisions, such purported prohibited Transfer shall be null and void ab initiomergers, consolidations, dividends, reorganizations, recapitalizations and the Company shall refuse to recognize any such purported transferee as one of its equity holders like) for any purpose. In order to enforce this Section 10(c)twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Company may impose stop‑transfer instructions Transfer Restrictions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Periodall Lock-Up Shares shall cease to apply. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●l], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder hereby agrees that [it, he or she ] / [he] / [she] shall not Transfer any Common Stock Restricted Securities until the earlier of (i) six months 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Company Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders Holder or any of their Permitted Transferees permitted transferees (that have complied with this Section 101(b)), are permitted (i) to the CompanyPurchaser’s officers or officers, directors, any affiliate affiliates or family member members of any of the CompanyPurchaser’s officers or officers, directors[, any affiliate members of such Lock‑Up Holder the Holder] or any member affiliates of such Lock‑Up the Holder; (ii) in the case of an individual, transfers by gift to a member of such the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (v) transfers by private sales or transfers made in connection with the case consummation of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers by virtue of the laws of the State of Delaware or a Lock‑Up the Holder’s organizational documents upon dissolution of such Lock‑Up Holder the Holder; and (each such transfereevii) in the event of the Purchaser’s liquidation, a “Permitted Transferee”)merger, capital stock exchange, reorganization or other similar transaction which results in all of the Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the completion of the Merger; provided, however, thatthat in the case of clauses (i) through (vii), in each case, any such Permitted Transferees these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreementherein. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this AgreementAs used herein, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Purchaser and one or more businesses; and (ii) cause its legal counsel“Transfer” shall mean the (1) sale of, at offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the Company’s expensemeaning 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 with respect to, any security, (2) entry into any swap or other arrangement that transfers to deliver another, in whole or in part, any of the necessary legal opinionseconomic consequences of ownership of any security, if anywhether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (3) public announcement of any intention to the transfer agenteffect any transaction specified in clause (1) or (2).

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the CompanyHolder’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliate(s) of the Holder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case individual or pursuant to operation of an individual, law pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement; or (v) in the case of a Holder (or any Permitted Transferee) that is a corporation, partnership, limited liability company, partnership, trust or other business entity, transfers to its stockholdersany partners (general or limited), beneficiaries, members, partners managers, shareholders or trust beneficiaries as part holders of a distributionsimilar equity interests in the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their Affiliates; (vi) by virtue of the laws any binding law or order of a governmental entity or by virtue of the State of Delaware or a Lock‑Up Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up the Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (each provided such transferee, borrowing or incurrence of indebtedness is secured by a “Permitted Transferee”portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, thatthat in the event that such tender offer, in each casemerger, consolidation or other such transaction is not completed, the Holder’s shares shall remain subject to the provisions of Section 2(b). (b) The Holder hereby agrees that it shall not, and shall cause any such of its Permitted Transferees must enter into a written agreement not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the Company agreeing following: (i) the Transfer Restriction shall expire with respect to be bound by ten percent (10%) of the transfer restrictions herein in this Section 10(bLock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the other restrictions contained in this AgreementSecond Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); and (iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) If Notwithstanding the foregoing, if at any Transfer not permitted under this Section 10 is made time the closing price of the Pubco Ordinary Shares equals or attempted contrary to the provisions of this Agreementexceeds $15.00 per share (as adjusted for share capital subdivisions, such purported prohibited Transfer shall be null and void ab initiomergers, consolidations, dividends, reorganizations, recapitalizations and the Company shall refuse to recognize any such purported transferee as one of its equity holders like) for any purpose. In order to enforce this Section 10(c)twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Company may impose stop‑transfer instructions Transfer Restrictions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Periodall Lock-Up Shares shall cease to apply. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●l], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote vote, and to receive any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends dividends and distributions in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counselrespect of, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentany Lock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that itThe Holders hereby agree not to, he during the period commencing from the Closing and through the one hundred and eightieth (180) day anniversary of the date of the Closing (the “Lock-Up Period”), sell, transfer to another or she otherwise dispose of, in whole or in part, the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing, a “Prohibited Transfer”). The foregoing sentence shall not Transfer any Common Stock until the earlier of apply to: (i) six months or (iiA) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization transfer of any or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities Restricted Securities by a bona fide gift or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individualcharitable contribution, by gift to a member of such individual’s immediate family testate or intestate succession, or to a trust, the beneficiary beneficiaries of which is are exclusively the undersigned and/or a member or members of such individual’s Holders’ immediate family, family or an affiliate of such individual person or to a charitable organization; (iii) in the case by operation of an individuallaw, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, as pursuant to a qualified domestic relations order; ; (B) the transfer of any or all of the Restricted Securities to any Permitted Transferee; (vC) in the case 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 Lock-Up Period; (D) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) any transfer of the Restricted Securities to another corporation, partnership, limited liability company, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other business entity that is its affiliatea direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (vi2) by virtue any distributions of HoldCo Common Stock or any security convertible into or exercisable for HoldCo Common Stock to limited partners, limited liability company members or stockholders of the laws undersigned or to the beneficiary of such trust, or (3) any transfer of the State Restricted Securities in connection with a sale, merger or transfer of Delaware all or substantially all of the assets of the undersigned or any other change of control of the undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; (E) if such Restricted Securities are acquired in open market or private transactions (provided, that this subsection (E) shall not apply where any Section 16(a) filing reporting a Lock‑Up Holderreduction in beneficial ownership is required to be made by HoldCo or the undersigned, and provided further that no such filing shall be made voluntarily during the Lock-Up Period); (F) any transfers of the Restricted Securities made by the undersigned to HoldCo to satisfy tax withholding obligations pursuant to HoldCo’s organizational documents upon dissolution equity incentive plans or arrangement to pay the exercise price of any options issued under any such Lock‑Up Holder plan or arrangement which expires during the Lock-Up Period; or (each G) any transfers of the Restricted Securities made in connection with a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of HoldCo Common Stock involving a Change of Control (as defined below) of HoldCo, provided that, in the event that such transfereetender offer, a “Permitted Transferee”)merger, consolidation or other similar transaction is not completed, the Holders’ Restricted Securities shall remain subject to the provisions of this Agreement; provided, however, thatthat in any of cases (A), in each case(B) or (D), any it shall be a condition to such Permitted Transferees must enter transfer that the transferee, if not a Company Stockholder, enters into a written agreement with the Company HoldCo agreeing to be bound by the restrictions herein; provided, further, that in any of cases (A) or (B) such transfer restrictions herein or distribution shall not involve a disposition for value. For avoidance of doubt, nothing in this Section 10(b) and Agreement prohibits the other restrictions contained in this Agreement. undersigned from exercising any options or warrants under any existing compensation or incentive plan of HoldCo to purchase HoldCo Common Stock (c) If any Transfer not permitted under this Section 10 is made or attempted contrary which exercises may be effected on a cashless basis to the provisions extent the instruments representing such options or warrants permit exercises on a cashless basis), it being understood that any HoldCo Common Stock issued upon such exercises will be subject to the terms of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company may impose stop‑transfer instructions with respect except to the Restricted Securities of a Holder (extent such securities are withheld by HoldCo to cover any federal, state and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Periodlocal withholding tax obligations. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not to Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having Lock-Up Period; provided that the right to Heramba Holders may exchange their shares Lock-Up Securities through the Contribution and pursuant to the terms of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)Business Combination Agreement and the form of Contribution Agreement contained therein. (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectivelyshall not apply to the following, “Restricted Securities”) provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company and the KB Lender that are held by consistent with the Lock‑Up Holders foregoing or any of their Permitted Transferees (that have complied with this Section 10), are permitted necessary to give further effect thereto: (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family of the Holder is the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of such individualthe Holder’s immediate family, or an affiliate Affiliate of such individual Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder, (D) as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes or (E) by operation of law, including bankruptcy laws, or pursuant to a court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement; (ii) in the case of an entity, Transfers (A) to another entity that is an Affiliate of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Holder, (B) as part of a charitable organization; distribution to members, partners, shareholders or equityholders of such Holder, or (C) by virtue of applicable laws, including bankruptcy laws, or laws of the state or jurisdiction of the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; (iii) in the case of an individualentity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with the termination of the Holder’s service to the Company; or (v) the establishment, by virtue the Holder, at any time after the Closing, of laws any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of descent the Lock-Up Securities; provided, however, that such plan does not provide for, or permit, the Transfer of any Lock-Up Securities during the Lock-Up Period and distribution upon death of no public announcement or filing is voluntarily made or required regarding such individualplan during the Lock-Up Period; provided, however, that (ivA) in the case of an individualclause (ii) above, pursuant to such Transfer shall not involve a qualified domestic relations order; or disposition for value and (vB) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliateclauses (i), (viii) by virtue of and (iii), it shall be a condition to the laws of the State of Delaware Transfer or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (distribution that each such applicable permitted transferee, a “Permitted Transferee”); providedtrustee, however, that, in each case, any such Permitted Transferees must donee or distributee enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement with executed by such permitted transferee shall expressly refer only to the Company immediate family of the applicable Holder and not to the immediate family of such permitted transferee), agreeing to be bound by the transfer Transfer restrictions herein in this Section 10(b) and the other restrictions contained set forth in this Agreement. (c) If any Any purported Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer Agreement shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Lock-Up Securities as one of its an equity holders holder for any purpose. In order to enforce this Section 10(c), Each Holder acknowledges and agrees that during the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, stop transfer orders shall be placed against the Lock-Up Securities and each certificate or book‑entry book entry position statement evidencing any Restricted Lock-Up Securities held by a Lock‑Up Holder shall be marked 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 REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●]JUNE 19, 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARESSECURITY HOLDERS NAMED THEREIN. 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 doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Lock-Up Holder agrees that it, he or she shall not Transfer any Common Stock until 180 days after the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all completion of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Business Combination (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 1011), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Lock-Up Holder or any member of such Lock‑Up Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware Nevada or a Lock‑Up Lock-Up Holder’s organizational documents upon dissolution of such Lock‑Up Lock-Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b11(c) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 11 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c11(d), the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry book-entry position evidencing any Restricted Securities held by a Lock‑Up Lock-Up Holder 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 LOCK-UP AGREEMENT, DATED AS OF [●]March 12, 20222021, 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.” (e) For the avoidance of doubt, each Lock‑Up Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d11(e) upon the expiration of the applicable Lock‑Up Lock-Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentagent in connection with the instruction under Section 11(f)(i).

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Sponsor Member or any of their its Permitted Transferees (that have complied with this Section 10)may Transfer any or all of the Lock-Up Shares held by him, are permitted her or it during the Lock-Up Period: (i) to the Companysuch Sponsor Member’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of such Sponsor Member or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, by gift to a member of such individualperson’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of such individualperson’s immediate familyImmediate Family, an affiliate of such individual or to a charitable organization; (iiiiv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, by virtue of laws of descent and distribution upon death of such individualperson; (ivv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of such Sponsor Member (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws organizational or governing documents of the State of Delaware such Sponsor Member or a Lock‑Up Holder’s organizational documents such Permitted Transferee upon liquidation or dissolution of such Lock‑Up Holder (each Sponsor Member or such transferee, a “Permitted Transferee”; (viii) in connection with any pledge, hypothecation or other granting of a security interest in the Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the incurrence of any indebtedness by such Sponsor Member (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of Pubco Ordinary Shares involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction) (provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Lock-Up Shares shall remain subject to the provisions of Section 2(b)); or (x) to such Sponsor Member; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement joinder agreeing to become a party to this Agreement prior to or concurrently with such Transfer. (b) Each Sponsor Member hereby agrees, on its own behalf and on behalf of its Permitted Transferees, that neither such Sponsor Member nor any of its Permitted Transferees shall Transfer any Lock-Up Shares during the Lock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in accordance with the Company agreeing following: (i) on the date that is six months following the Closing Date, the Lock- Up Restriction shall expire with respect to be bound by the transfer restrictions herein in this Section 10(bnumber of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 6-Month Lock-Up Shares”; (ii) and on the other restrictions contained in this Agreementdate that is the first anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 12-Month Lock-Up Shares”; and (iii) on the date that is the second anniversary of the Closing, the Lock- Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 24-Month Lock-Up Shares”; provided, that, notwithstanding clauses (i)-(iii) above, on the date on which a Change of Control occurs, the Lock-Up Restriction will expire with respect to all Lock-Up Shares. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to During the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)Lock-Up Period, the Company may impose stop‑transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and Permitted Transferees and assigns thereofwhether issued in electronic or certificated form) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder shall be marked with bear 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 SPONSOR LOCK-UP AGREEMENT, DATED AS OF [●]OCTOBER 21, 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE REGISTERED HOLDER OF THE SHARESOTHER PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH SPONSOR LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the expiration of the Lock-Up Restriction with respect to any Lock-Up Shares, Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing such Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares. (ed) For the avoidance of any doubt, each Lock‑Up Holder Sponsor Member shall retain all of his, her or its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares held by such Sponsor Member during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-up Shares during any Lock-up Period (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder the Stockholder or (each such transfereevi) in connection with sales, a “Permitted Transferee”); provided, however, thatthe proceeds of which will be applied solely to cover applicable taxes owed by the holder thereof in connection with the issuance of equity awards from the Company, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein in this Section 10(b) and same extent as the other restrictions contained in this AgreementStockholder. (cb) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer The Stockholder hereby agrees that it shall be null and void ab initionot, and the Company shall refuse to recognize cause any such purported transferee as one of its equity holders for Permitted Transferees not to, Transfer any purpose. In order to enforce this Section 10(cLock-Up Shares during any Lock-Up Period (the “Transfer Restriction”), except in accordance with the Company may impose stop‑transfer instructions following: (i) with respect to 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one-third) Lock-Up Shares (the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period“First Tranche”), each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder no Transfer Restrictions 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect apply to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon First Tranche after the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.First Lock-Up Period;

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to Section 1(b) and the other terms of this Agreement, Hxxxxx agrees that it, he or she it shall not effectuate a Transfer any Common Stock until of the Restricted Securities that are held by the Holder during the period commencing on the Closing Date and ending on the earlier of (i) six months 120 days after the Closing Date, or (ii) the date on which the Company Holdings completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Company’s Holdings’ stockholders having the right to exchange their shares of Holdings Common Stock Shares for cash, securities or other property (in each case, the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted permitted: (i) to the Company’s Holdings, Holdings’ officers or directors or any Affiliates or immediate family members of any of Holdings’ officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; ; (ii) in the case of a Holder that is not an individual, to the shareholders, limited partners or members of the Holder; (iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder; (iv) in the case of a Holder that is an individual, by gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of such individualthe Holder’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; ; (iiiv) in the case of a Holder that is an individual, by virtue of the laws of descent and distribution upon death of such that individual; ; (ivvi) in the case of a Holder that is an individual, pursuant to a qualified domestic relations order; order or in connection with a divorce settlement; (vvii) in connection with the case exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a corporationcashless basis or on another basis) to the extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the provisions of this Agreement; (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements; (ix) in connection with any bona fide mortgage, limited liability companypledge 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 (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period); (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder Transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder; and (xi) in connection with a Transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other entitysimilar transaction made to all holders of Holdings Common Shares involving a change of control of Holdings or which results in all of the holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership securities or other entity that is its affiliate, (vi) by virtue of property subsequent to the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution consummation of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); transaction; provided, however, that, that in each caseof clauses (i) through (xi), any such Permitted Transferees the transferee must enter into a written agreement with in substantially the Company same form of this Agreement, agreeing to be bound by the terms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities in Holdings Common Shares, those shares received as dividends will also be Restricted Securities subject to the provisions of this Agreement. The undersigned also agrees and consents to the entry of stop transfer restrictions herein in this Section 10(b) instructions with Hxxxxxx’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the other restrictions contained undersigned’s Family Members, if any, except in this Agreementcompliance with the foregoing restrictions. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Holdings 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 10(c)1, the Company Holdings may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder shall (if any are issued) may be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: . “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP/LEAK-OUT AGREEMENT, DATED AS OF [●], 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Holdings with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to receive dividends and the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentSecurities.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the CompanyHolder’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of the Holder or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of any such Permitted Transferee being an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iiiiv) in the case of any such Permitted Transferee being an individual, by virtue of laws of descent and distribution upon death of such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws Holder’s Governing Documents upon liquidation or dissolution of the State Holder; (viii) in connection with any pledge, hypothecation or other granting of Delaware a security interest in the Lock-Up Shares to one or a Lock‑Up Holder’s organizational documents upon dissolution more lending institutions as collateral or security for any borrowing or the incurrence of such Lock‑Up any indebtedness by the Holder (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of PubCo Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transfereetransaction); provided, a “Permitted Transferee”that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Lock-Up Shares shall remain subject to the provisions of Section 2(b); or (x) to the Holder; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must shall enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2 prior to or concurrently with such Transfer. (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees to not, Transfer any Lock-Up Shares during the other restrictions contained in this AgreementLock-Up Period. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 20222023, BY AND AMONG BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the expiration of the Lock-Up Period, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of the Lock-Up Shares. (ed) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company PubCo with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to the CompanyAddimmune’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatDelaware, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein same extent as the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in this Section 10(baccordance with the following: (i) and the Transfer Restriction shall expire with respect to an aggregate of [ ● ]3 ([ ● ]) Lock-Up Shares upon the date on which the closing price of the Acquiror Common Stock exceeds $12.00 for any fifteen (15) Trading Days within any consecutive thirty (30) Trading Day period; and (ii) on the date on which Addimmune completes a liquidation, merger, capital stock exchange, reorganization or other restrictions contained similar transaction that results in this Agreementall of post-merger Addimmune’s stockholders having the right to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares. (c) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of Addimmune by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (d) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Addimmune shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company Addimmune may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (de) During the Lock‑Up applicable Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●[ ● ], 20222023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (ef) For the avoidance of any doubt, each Lock‑Up Holder the Stockholder shall retain all of its rights as a stockholder of the Company Addimmune with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinionsLock-Up Shares, if any, to the transfer agentapplicable.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) a. Notwithstanding the provisions set forth in Section 10(a2(b) and Section 2(c), Transfers of shares of Common Stock (collectivelybelow, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares: i. during the Lock-Up Period (i) to the Company’s its officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by bona fide gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of an individual, pursuant to a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware domestic order or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatnegotiated divorce settlement, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein same extent as the Stockholder; and ii. following such time that the Company completes any liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in this Section 10(b) and all stockholders of the Surviving Corporation having the right to exchange their shares for cash, securities or other restrictions contained in this Agreementproperty. b. The Stockholder hereby agrees that, during the Initial Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares. c. The Stockholder hereby agrees that, during the Second Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares representing more than five percent (c5%) of the aggregate Lock-Up Shares in any calendar month. d. If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) e. During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED TXXXXXX, AS AMENDED. 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 Lock‑Up Holder the Stockholder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to the Company10X’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatthe Stockholder, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to an aggregate of [ ● ]2 ([ ● ]) Lock-Up Shares, upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $13.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period that commences at least six (6) months after the Closing Date; (ii) Stockholder may transfer restrictions herein up to an aggregate of [ ● ] ([ ● ])3 Lock-Up Shares in this Section 10(bconnection with a marketed, fully committed underwritten follow-on offering following the date that is at least 90 days after the Closing Date; (iii) and Stockholder may transfer Lock-Up Shares for which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X; and (iv) on the date on which post-merger 10X completes a liquidation, merger, capital stock exchange, reorganization or other restrictions contained similar transaction that results in this Agreementall of post-merger 10X’s stockholders having the right to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares. (c) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of 10X by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (d) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company 10X shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company 10X may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (de) During the Lock‑Up applicable Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked 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 REGISTRATION RIGHTS AND LOCK‑UP AGREEMENT, DATED AS OF [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.:

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to Section 1(b) and the other terms of this Agreement, Xxxxxx agrees that it, he or she it shall not effectuate a Transfer any Common Stock until of the Restricted Securities that are held by the Holder during the period ending on the earlier of (i) six months one year after the Closing Date or (ii) subsequent to the Closing Date, (x) if the last reported sale price of the Holdings Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one hundred fifty (150) days after the Merger Closing Date or (y) the date on which the Company Holdings completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Company’s Holdings’ stockholders having the right to exchange their shares of Holdings Common Stock Shares for cash, securities or other property (in each case, the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted (i) in the case of the Holder or its permitted transferees, to the Company’s Holdings’ officers or directors, any affiliate Affiliates or immediate family member members of any of the Company’s Holdings’ officers or directors, any affiliate members of such Lock‑Up the Holder, any Affiliates of the Holder or any member employees of such Lock‑Up Holder; Affiliates, (ii) limited partners of the Holder or, in the case of a Holder which is a limited liability partnership, its member, (iii) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (iv) in connection with the exercise any options, warrants or other convertible securities to purchase Holdings Common 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 Common Shares issued upon such exercise are Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement, (v) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (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) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, (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 Common Shares involving a change of control of Holdings or which results in all of the holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction, (ix) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a member of such one of the individual’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; , (iiix) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; the individual and (ivxi) in the case of an individual, pursuant to a qualified domestic relations order; order or (v) in the case of connection with a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)divorce settlement; provided, however, that, that in each caseof clauses (i) through (xi), any such Permitted Transferees the transferee must enter into a written agreement with in substantially the Company same form of this Agreement, agreeing to be bound by the transfer terms of the applicable restrictions herein under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities in this Holdings Common Shares, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 10(b1(a) and the other restrictions contained in of this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Holdings 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 10(c)1, the Company Holdings may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up applicable Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder (if any are issued) shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 20222023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Holdings with respect to the Restricted Securities it holds during the Lock‑Up applicable Lock-Up Period, including the right to receive dividends and the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to Securities. (if) instruct its transfer agent to remove For the legends in purposes of this Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel1, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.“

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), Holder agrees that it, he or she it shall not Transfer any Common Stock until Restricted Securities beginning on the earlier Closing Date and ending on the close of business on the one (i1) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all year anniversary of the CompanyClosing Date (such period with respect to Holder’s stockholders having the right to exchange their shares of Common Stock for cashapplicable Restricted Securities, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers one hundred percent (100%) of shares the Restricted Securities may be Transferred in connection with or following the occurrence of Common Stock (collectivelya Liquidity Event, “Restricted Securities”) that are held by the Lock‑Up Holders and Holder or any of their its Permitted Transferees may Transfer the Restricted Securities during the Lock-Up Period: (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (iiA) in the case of that Holder is an individual, by gift to a member the spouse, domestic partner, parent, sibling, child or grandchild of such individual’s immediate family Holder or any other natural person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin, to an estate planning vehicle or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual or to a charitable organization; (iiiB) in the case of that Holder is an individual, by virtue of laws of descent and distribution upon death of such individualHolder; (ivC) in the case of that Holder is an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (D) to a nominee or (v) in the case custodian of a corporation, limited liability company, partnership, trust or other entity, transfers person to its stockholders, whom a Transfer would be permitted under clauses (A) through (C) above; (E) to any members, partners partners, beneficial owners or trust beneficiaries as part shareholders of a distribution, Holder or to any corporation, partnership or other entity that is its affiliate, Affiliates of Holder; (viF) by virtue of the laws of the State of Delaware applicable law or a Lock‑Up Holder’s organizational documents upon liquidation or dissolution of Holder; or (G) in connection with any court order or order from a Governmental Entity requiring the sale of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)Restricted Securities; provided, however, that, that in each case, any the case of clauses (A) through (F) such Permitted Transferees transferee must enter into a written agreement with Rotor, in substantially the Company agreeing same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement and shall be deemed to be bound by the transfer restrictions herein a Holder for purposes of this Agreement, and there shall be no further Transfer of such Restricted Securities except in this Section 10(b) and the other restrictions contained in accordance with this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Rotor 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 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-up Period, Holder agrees and consents to the entry of stop transfer instructions with Rotor’s transfer agent and registrar against the transfer of Restricted Securities held by Holder, except in compliance with the foregoing restrictions, and further agrees that stop transfer orders shall be placed against the Restricted Securities and each certificate or book‑entry book entry position statement evidencing any Restricted Securities held by a Lock‑Up Holder shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●]APRIL 5, 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND THE REGISTERED HOLDER OF THE SHARESCERTAIN OTHER PARTIES NAMED THEREIN, AS AMENDED. 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 Lock‑Up (i) if and to the extent Holder’s Restricted Securities include issued and outstanding shares of Rotor Common Shares, Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Rotor during the Lock‑Up Lock-up Period, including the right to vote any such Restricted Securities that are such Holder is entitled to vote. The Company agrees , and to (i) instruct its transfer agent to remove the legends receive any dividends and distributions in Section 10(d) upon the expiration respect of the applicable Lock‑Up Period any Restricted Securities, and (ii) cause its legal counsel, at the Company’s expense, restrictions contained in Section 2(a) shall not apply to deliver any Rotor Common Shares or other securities of Rotor acquired by Holder in open market transactions or in any public or private capital raising transactions of Rotor or otherwise to any Rotor Common Shares (or other securities of Rotor) other than the necessary legal opinions, if any, to the transfer agentRestricted Securities.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Sponsor Member or any of their its Permitted Transferees (that have complied with this Section 10)may Transfer any or all of the Lock-Up Shares held by him, are permitted her or it during the Lock-Up Period: (i) to the Companysuch Sponsor Member’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of such Sponsor Member or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, by gift to a member of such individualperson’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of such individualperson’s immediate familyImmediate Family, an affiliate of such individual or to a charitable organization; (iiiiv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, by virtue of laws of descent and distribution upon death of such individualperson; (ivv) in the case of an individualsuch Sponsor Member or any such Permitted Transferee that is a natural person, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of such Sponsor Member (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws organizational or governing documents of the State of Delaware such Sponsor Member or a Lock‑Up Holder’s organizational documents such Permitted Transferee upon liquidation or dissolution of such Lock‑Up Holder (each Sponsor Member or such transferee, a “Permitted Transferee”; (viii) in connection with any pledge, hypothecation or other granting of a security interest in the Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the incurrence of any indebtedness by such Sponsor Member (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of Pubco Ordinary Shares involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction) (provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Lock-Up Shares shall remain subject to the provisions of Section 2(b)); or (x) to such Sponsor Member; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement joinder agreeing to become a party to this Agreement prior to or concurrently with such Transfer. (b) Each Sponsor Member hereby agrees, on its own behalf and on behalf of its Permitted Transferees, that neither such Sponsor Member nor any of its Permitted Transferees shall Transfer any Lock-Up Shares during the Lock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in accordance with the Company agreeing following: (i) on the date that is six months following the Closing Date, the Lock-Up Restriction shall expire with respect to be bound by the transfer restrictions herein in this Section 10(bnumber of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 6-Month Lock-Up Shares”; (ii) and on the other restrictions contained in this Agreementdate that is the first anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 12-Month Lock-Up Shares”; and (iii) on the date that is the second anniversary of the Closing, the Lock-Up Restriction shall expire with respect to the number of Lock-Up Shares set forth opposite such Sponsor Member’s name on Schedule A hereto under the column entitled “Number of 24-Month Lock-Up Shares”; provided, that, notwithstanding clauses (i)-(iii) above, on the date on which a Change of Control occurs, the Lock-Up Restriction will expire with respect to all Lock-Up Shares. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to During the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)Lock-Up Period, the Company may impose stop‑transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and Permitted Transferees and assigns thereofwhether issued in electronic or certificated form) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder shall be marked with bear 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 SPONSOR LOCK-UP AGREEMENT, DATED AS OF [●]OCTOBER 21, 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE REGISTERED HOLDER OF THE SHARESOTHER PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH SPONSOR LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the expiration of the Lock-Up Restriction with respect to any Lock-Up Shares, Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing such Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares. (ed) For the avoidance of any doubt, each Lock‑Up Holder Sponsor Member shall retain all of his, her or its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds Lock-Up Shares held by such Sponsor Member during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up The Holder hereby agrees that it, he or she shall not to Transfer any Parent Class B Common Stock until (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from Subsequent Merger Effective Time and ending on the earlier of (ia) six (6) months after the Subsequent Merger Effective Time or (iib) the date on which the Company Parent completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the CompanyParent’s stockholders having the right to exchange their shares of Parent Class B Common Stock for cash, securities or other property (the “Common Stock Lock‑Up 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 (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), Holder are permitted (ia) to the Company’s officers or directors, any affiliate or family member of any affiliates of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (iib) in the case of an individual, transfers by gift to a member of such the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (iiic) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such the individual; (ivd) 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 (vf) 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, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the case of a corporationevent that such tender offer, limited liability companymerger, partnership, trust consolidation or other entitysuch transaction is not completed, transfers the Restricted Securities held by the Holder shall remain subject to its stockholders, members, partners or trust beneficiaries as part the provisions of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”this Agreement); provided, however, that, in each case, that any such Permitted Transferees of these permitted transferees (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. For the avoidance of doubt the restrictions set forth herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer shall not permitted under this Section 10 is made or attempted contrary apply to the provisions exercise of any Parent Options. For purposes of this Agreement, such purported prohibited “Change of Control” shall mean shall mean the Transfer shall be null and void ab initio(whether by tender offer, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(cmerger, consolidation or other similar transaction), the Company may impose stop‑transfer instructions with respect in one transaction or a series of related transactions, to the Restricted Securities a person or group of a Holder (and Permitted Transferees and assigns thereof) until the end affiliated persons of the applicable Lock‑Up Period. (d) During the Lock‑Up PeriodParent’s voting securities if, each certificate after such transfer, such person or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance group of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder affiliated persons would hold more than 50% of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration outstanding voting securities of the applicable Lock‑Up Period and Parent (ii) cause its legal counsel, at or the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentsurviving entity).

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their his, her or its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (i) to the Companysuch Holder’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of such Holder or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, by gift to a member of such individualperson’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of such individualperson’s immediate familyImmediate Family, an affiliate of such individual or to a charitable organization; (iiiiv) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, by virtue of laws of descent and distribution upon death of such individualperson; (ivv) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of such Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws organizational or governing documents of the State of Delaware such Holder or a Lock‑Up Holder’s organizational documents such Permitted Transferee upon liquidation or dissolution of such Lock‑Up Holder (each or such transferee, a “Permitted Transferee”; (viii) in connection with any pledge, hypothecation or other granting of a security interest in the Lock-Up Shares to one or more lending institutions as collateral or security for any borrowing or the incurrence of any indebtedness by such Xxxxxx (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of Pubco Ordinary Shares involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction) (provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Lock-Up Shares shall remain subject to the provisions of Section 2(b)); or (x) to such Holder; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement with the Company joinder agreeing to be bound by the transfer restrictions herein in become a party to this Section 10(b) and the other restrictions contained in this AgreementAgreement prior to or concurrently with such Transfer. (cb) If Each Holder hereby agrees, on his, her or its own behalf and on behalf of his, her or its Permitted Transferees, that neither such Holder nor any of his, her or its Permitted Transferees shall Transfer not permitted under this Section 10 is made or attempted contrary to any Lock-Up Shares during the provisions of this AgreementLock-Up Period (such restriction, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c“Lock-Up Restriction”), except as permitted in accordance with the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.following:

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right applicable Lock-Up Period with respect to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”).such Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the Company’s officers or directors, (B) any affiliate affiliates or family member of any members of the Company’s officers or directors, (C) any affiliate direct or indirect partners, members or equity holders of such Lock‑Up Holder the Sponsor or Sponsor Key Holders or any member related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the SoFi Holders or any direct or indirect partners, members or equity holders of the SoFi Holders, any affiliates of the SoFi Holders or any related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person or entity, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) to the partners, members or equity holders of such Holder by virtue of the laws Sponsor’s certificate of incorporation or bylaws, as amended; (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the State of Delaware Company or a Lock‑Up Holderduly authorized committee thereof or other similar transaction which results in all of the Company’s organizational documents upon dissolution of such Lock‑Up Holder stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (each such transfereexii) in connection with any legal, a “Permitted Transferee”)regulatory or other order; provided, however, that, that in each case, any the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holders is entitled to vote. The Company agrees . (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) cause its legal counselthe total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing. (f) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Section 7(a) of the certain letter agreement, at dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s expensecurrent and former officers and directors (the “Insider Letter”), to deliver which provision in Section 7(a) of the necessary legal opinions, if any, to the transfer agentInsider Letter shall be of no further force or effect.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●]JANUARY 31, 20222023, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not to Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right Lock-Up Period. 2 Note to exchange their shares of Common Stock for cashDraft: Above Food holders (other than those holders listed on Schedule A-2, securities or other property (collectively referred to herein as the “Common Stock Lock‑Up AF Insiders”) and each potential recipient of ANF Purchase Consideration Shares will be subject to a 6-month Lock-Up Period”). Sponsor, Sponsor Affiliates and the AF Insiders will be subject to a 12-month Lock-Up Period. (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted shall not apply to: (i) to the Company’s officers as a bona fide gift or directorsgifts or charitable contribution, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; for bona fide estate planning purposes; (ii) in the case of an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of such individualthe Holder’s immediate family, or an affiliate Affiliate of such individual Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder or (D) by operation of law, including bankruptcy laws, or pursuant to a charitable organization; court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement; (iii) in the case of an individualentity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by virtue or under common control with the Holder or Affiliates of laws the Holder or who shares a common investment advisor with the Holder, or (B) as part of descent and a distribution upon death to members, partners, shareholders or equity holders of such individual; the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations order; Transfers by virtue of applicable laws, including bankruptcy laws, or laws of the state or jurisdiction of the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other an entity that is its affiliatea trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) by virtue Transfers relating to TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares, in each case, acquired in open market transactions after the Closing; (vii) the exercise of stock options or warrants to purchase shares of TopCo Common Shares or the vesting of stock awards of TopCo Common Shares and any related transfer of shares of TopCo Common Shares in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the laws exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the State vesting of Delaware such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or a Lock‑Up transfer will remain subject to the restrictions of this Agreement during the applicable Lock-Up Period; (viii) Transfers to TopCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by TopCo or forfeiture of TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares in connection with the termination of the Holder’s organizational documents upon dissolution service to TopCo; (ix) the establishment, by the Holder, at any time after the Closing, of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of the Lock-Up Shares; provided, however, thatthat such plan does not provide for, in each caseor permit, the sale of any Lock-Up Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such Permitted Transferees must enter into a written agreement with plan during the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement.Lock-Up Period; (cx) If Transfers in connection with any Transfer not permitted under this Section 10 is made bona fide mortgage, encumbrance or attempted contrary pledge to the provisions of this Agreementa financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse including foreclosure thereof; or (xi) Transfers to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)TopCo, the Company may impose stop‑transfer instructions with respect to or the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up PeriodSponsor, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.their respective officers or directors;

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-up Shares during any Lock-up Period (i) to the Company10X’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder the Stockholder or (each such transfereevi) in connection with sales, a “Permitted Transferee”); provided, however, thatthe proceeds of which will be applied solely to cover applicable taxes owed by the holder thereof in connection with the issuance of equity awards from the Company, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein in this Section 10(b) and same extent as the other restrictions contained in this AgreementStockholder. (cb) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer The Stockholder hereby agrees that it shall be null and void ab initionot, and the Company shall refuse to recognize cause any such purported transferee as one of its equity holders for Permitted Transferees not to, Transfer any purpose. In order to enforce this Section 10(cLock-Up Shares during any Lock-Up Period (the “Transfer Restriction”), except in accordance with the Company may impose stop‑transfer instructions following: (i) with respect to [ ● ]2 ([ ● ]) Lock-Up Shares (the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period“First Tranche”), each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder no Transfer Restrictions 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect apply to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon First Tranche after the expiration of the applicable Lock‑Up Period and First Lock-Up Period; (ii) cause its legal counselduring the Second Lock-Up Period, the Transfer Restriction shall expire with respect to an additional [ ● ]3 ([ ● ]) Lock-Up Shares (the “Second Tranche”), upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period that commences at least six (6) months after the Company’s expense, to deliver Closing Date (for the necessary legal opinions, if any, avoidance of doubt no Transfer Restriction shall apply to the transfer agent.First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to Section 1(b) and the other terms of this Agreement, Xxxxxx agrees that it, he or she it shall not effectuate a Transfer any Common Stock of the Restricted Securities that are held by the Holder during the period commencing from the Share Acquisition Closing Date until the earlier date that is one hundred eighty (180) days after the Share Acquisition Closing Date (the “Lock-Up Period”); [provided, that, the Holder shall be permitted at any time to Transfer or sell a number of Restricted Securities solely to the extent that the proceeds from such sale shall be used to satisfy the Holder’s tax obligations in respect of (i) six months or Holding Ordinary Shares received by the Holder, (ii) the date on which exercise of any Company Options or settlement of any Company RSUs, including the payment or reimbursement of any exercise or call price related thereto and the payment or reimbursement of any tax obligations related thereto or (iii) the other Transactions contemplated by the Business Combination Agreement (including Sections 2.4 and 2.5 thereof)]1. 1 Note to Form: Exception to be included only for certain Key Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)Shareholders. (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted (i) in the case of the Holder or its permitted transferees, to the Company’s Holdings’ officers or directors, any affiliate Affiliates or immediate family member members of any of the Company’s Holdings’ officers or directors, any affiliate members of such Lock‑Up Holder the Holder, or any member Affiliates of such Lock‑Up the Holder; , (ii) to shareholders or limited partners of the Holder, or, in the case of a Holder which is a limited liability partnership, its members, (iii) in the case of an individual, by gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of such individualthe Holder’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; , (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of such the individual; , (ivv) in the case of an individual, pursuant to a qualified domestic relations order; order or (v) in the case of connection with a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliatedivorce settlement, (vi) by virtue of the laws of the State Holder’s jurisdiction of Delaware incorporation or a Lock‑Up organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vii) 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 Lock‑Up 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, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) 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, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, (each xi) [upon the occurrence of a Compliance Event, in which case, the Holder shall at any time be entitled to Transfer all or a portion of their Restricted Securities]2, and [(xii)] 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 transferee, a “Permitted Transferee”)transaction; provided, however, that, that in each caseof clauses (i) through (xi[i]), any such Permitted Transferees the transferee must enter into a written agreement with in substantially the Company same form of this Agreement, agreeing to be bound by the transfer restrictions herein terms of Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities in this Holdings Ordinary Shares, such dividends will also be Restricted Securities subject to the terms of Section 10(b1(a) and the other restrictions contained in of this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Holdings 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 10(c)1, the Company Holdings may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder (if any are issued) shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 20222023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Holdings with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to receive dividends and the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentSecurities.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) a. Notwithstanding the provisions set forth in Section 10(a2(b) and Section 2(c), Transfers of shares of Common Stock (collectivelybelow, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares: i. during the Lock-Up Period (i) to the Company’s its officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by bona fide gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of an individual, pursuant to a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware domestic order or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatnegotiated divorce settlement, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein same extent as the Stockholder; and ii. following such time that the Company completes any liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in this Section 10(b) and all stockholders of the Surviving Corporation having the right to exchange their shares for cash, securities or other restrictions contained in this Agreementproperty. b. The Stockholder hereby agrees that, during the Initial Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares. c. The Stockholder hereby agrees that, during the Second Lock-Up Period, other than as permitted in Section 2(a) hereof, it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares representing more than five percent (c5%) of the aggregate Lock-Up Shares in any calendar month. d. If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) e. During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up Holder the Stockholder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not to Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted shall not apply to: (i) to the Company’s officers as a bona fide gift or directorsgifts or charitable contribution, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; for bona fide estate planning purposes; (ii) in the case of an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of such individualthe Holder’s immediate family, or an affiliate Affiliate of such individual Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder or (D) by operation of law, including bankruptcy laws, or pursuant to a charitable organization; court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement; (iii) in the case of an individualentity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by virtue or under common control with the Holder or Affiliates of laws the Holder or who shares a common investment advisor with the Holder, or (B) as part of descent and a distribution upon death to members, partners, shareholders or equity holders of such individual; the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations order; Transfers by virtue of applicable laws, including bankruptcy laws, or laws of the state or jurisdiction of the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other an entity that is its affiliatea trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) by virtue Transfers relating to TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares, in each case, acquired in open market transactions after the Closing; (vii) the exercise of stock options or warrants to purchase shares of TopCo Common Shares or the vesting of stock awards of TopCo Common Shares and any related transfer of shares of TopCo Common Shares in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the laws exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the State vesting of Delaware such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or a Lock‑Up transfer will remain subject to the restrictions of this Agreement during the applicable Lock-Up Period; (viii) Transfers to TopCo pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by TopCo or forfeiture of TopCo Common Shares or other securities convertible into or exercisable or exchangeable for TopCo Common Shares in connection with the termination of the Holder’s organizational documents upon dissolution service to TopCo; (ix) the establishment, by the Holder, at any time after the Closing, of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of the Lock-Up Shares; provided, however, thatthat such plan does not provide for, or permit, the sale of any Lock-Up Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (x) Transfers in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; or (xi) Transfers to TopCo, the Company or the Sponsor, or their respective officers or directors; provided, however, that (A) in the case of clauses (ii) and (iii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), (iii) and (iv), it shall be a condition to the Transfer or distribution that each caseapplicable permitted transferee, any such Permitted Transferees must trustee, donee or distributee enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement with executed by such permitted transferee shall expressly refer only to the Company immediate family of the applicable Holder and not to the immediate family of such permitted transferee), agreeing to be bound by the transfer Transfer restrictions herein in this Section 10(b) and the other restrictions contained set forth in this Agreement. (c) If any Any purported Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer Agreement shall be null and void ab initio, and the Company TopCo shall refuse to recognize any such purported transferee of the TopCo Common Shares or securities convertible into or exercisable or exchangeable for TopCo Common Shares as one of its an equity holders holder for any purpose. In order to enforce this Section 10(c), Each Holder acknowledges and agrees that during the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, stop transfer orders shall be placed against the Lock-Up Shares and each certificate or book‑entry book entry position statement evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 2022, BY AND AMONG BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED TXXXXXX. 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 doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.

Lock-Up Provisions. (a) Each Lock‑Up The Holder agrees that it, he or she it shall not effectuate a Transfer any Common Stock of the Pubco Ordinary Shares that are held by the Holder during the period commencing from the Share Acquisition Closing until the earlier to occur of (i) six months or one (1) year after the Share Acquisition Closing, (ii) one-hundred and fifty (150) days after the Share Acquisition Closing, if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars ($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 and (iii) a date after the Share Acquisition Closing on which the Company completes Pubco consummates a subsequent liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction that which results in all of the CompanyPubco’s stockholders shareholders having the right to exchange their shares of Common Stock Pubco Ordinary Shares for cash, securities or other property (the “Common Stock Lock‑Up Lock-up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) the Pubco Ordinary Shares that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted (i) to the CompanyPubco’s officers or directors, any affiliate Affiliates or immediate family member members of any of the CompanyPubco’s officers or directors, any affiliate members of such Lock‑Up Holder the Holder, or any member Affiliates of such Lock‑Up the Holder; , (ii) in the case of an individual, by gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is a member of such individualthe Holder’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; , (iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual; death, (iv) in the case of an individual, pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State Holder’s jurisdiction of Delaware incorporation or a Lock‑Up organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such Lock‑Up Holder (each such transferee, options or warrants permit exercises on a “Permitted Transferee”cashless basis); provided, howeverthat any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, that(vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in each caseconnection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any such Permitted Transferees bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in clauses (i) through (iv), the transferee must enter into a written agreement with in substantially the Company form of this Agreement, agreeing to be bound by the transfer restrictions herein terms of the Lock-up Period. If dividends are declared and payable in this Section 10(b) and Pubco Ordinary Shares, such dividends will also be subject to the other restrictions contained in this AgreementLock-up Period. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company 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 10(c)1, the Company Pubco may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder (if any are issued) shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF JANUARY [●], 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled Securities. (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to vote. The Company agrees sell, contract or agreement to (i) instruct its transfer agent sell, hypothecate, pledge, grant of any option to remove purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the legends in meaning of Section 10(d) upon the expiration 16 of the applicable Lock‑Up Period 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 security, (iib) cause its legal counselentry into any swap or other arrangement that transfers to another, at in whole or in part, any of the Company’s expenseeconomic consequences of ownership of any security, whether any such transaction is to deliver the necessary legal opinionsbe settled by delivery of such securities, if anyin cash or otherwise, or (c) public announcement of any intention to the transfer agenteffect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-up Shares during any Lock-up Period (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder the Stockholder or (each such transfereevi) in connection with sales, a “Permitted Transferee”); provided, however, thatthe proceeds of which will be applied solely to cover applicable taxes owed by the holder thereof in connection with the issuance of equity awards from the Company, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein in this Section 10(b) and same extent as the other restrictions contained in this AgreementStockholder. (cb) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer The Stockholder hereby agrees that it shall be null and void ab initionot, and the Company shall refuse to recognize cause any such purported transferee as one of its equity holders for Permitted Transferees not to, Transfer any purpose. In order to enforce this Section 10(cLock-Up Shares during any Lock-Up Period (the “Transfer Restriction”), except in accordance with the Company may impose stop‑transfer instructions following: (i) with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●]1 ([●]) Lock-Up Shares (the “First Tranche”), 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder no Transfer Restrictions shall retain all of its rights as a stockholder of the Company with respect apply to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon First Tranche after the expiration of the applicable Lock‑Up Period and First Lock-Up Period; (ii) cause its legal counselduring the Second Lock-Up Period, the Transfer Restriction shall expire with respect to an additional [●]2 ([●]) Lock-Up Shares (the “Second Tranche”), upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $12.00 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period that commences at least six (6) months after the Company’s expense, to deliver Closing Date (for the necessary legal opinions, if any, avoidance of doubt no Transfer Restriction shall apply to the transfer agent.First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its Permitted Transferees may Transfer any or all of the Lock-Up Securities during the Share Lock-Up Period, the Representative Warrant Lock-Up Period or the Sponsor Warrant Lock-Up Period, as the case may be (that have complied with this Section 10), are permitted the “Applicable Lock-Up Period”): (i) to the Companysuch Holder’s officers or officers, directors, management committee members or members; (ii) to any affiliate or family member of any of the Company’s officers or directors, any affiliate Affiliate(s) of such Lock‑Up Holder or any member Affiliates of such Lock‑Up Holder; ’s officers, directors, management committee members or members; (iiiii) in the case of an individualindividual referred to in (i) or (ii) above, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iii) in the case of an individual, organization or by virtue of laws of descent and distribution upon death of such individual; ; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in the case of an individual, pursuant to a qualified domestic relations order; (i) or (ii) above and in relation to which such person has the ability to direct the management assets comprising the bond portfolio; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or a Lock‑Up such Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up Holder Holder; (each such transfereevi) pursuant to a bona fide tender offer, a “Permitted Transferee”); providedmerger, however, thatconsolidation or other similar transaction, in each casecase made to all holders of Irish Holdco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction), or (vii) bona fide pledges of Lock-Up Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Holder; provided however, that in the case of clauses (i) through (vi), these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) Each Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Securities during the other restrictions contained in this AgreementApplicable Lock-Up Period (the “Transfer Restriction”). (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Applicable Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Lock-Up Securities held by a Lock‑Up Holder shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●]DECEMBER 22, 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of the of Lock-Up Securities in accordance with Section 2(b), the Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Securities, including issuing new certificates in respect of the relevant Lock-Up Securities. (ed) For the avoidance of any doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder shareholder of the Company with respect to the Restricted Lock-Up Securities it holds during the Lock‑Up Applicable Lock-Up Period, including the right to vote vote, and to receive any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends dividends and distributions in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counselrespect of, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentany Lock-Up Securities.

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to Section 1(b) and the other terms of this Agreement, Xxxxxx agrees that it, he or she it shall not effectuate a Transfer any Common Stock until of the Restricted Securities that are held by the Holder during the period ending on the earlier of (i) six months one year after the Closing Date or (ii) subsequent to the Closing Date (x) if the last reported sale price of the Holdings Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one hundred fifty (150) days after the Closing Date or (y) the date on which the Company Holdings completes a liquidation, merger, capital stock exchange, reorganization exchange or other similar transaction that results in all of the Company’s Holdings’ stockholders having the right to exchange their shares of Holdings Common Stock Shares for cash, securities or other property (in each case, the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “the Restricted Securities”) Securities that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted (i) in the case of the Holder or its permitted transferees, to the Company’s Holdings’ officers or directors, any affiliate Affiliates or immediate family member members of any of the Company’s Holdings’ officers or directors, any affiliate members of such Lock‑Up the Holder, any Affiliates of the Holder or any member employees of such Lock‑Up Holder; Affiliates, (ii) to shareholders or limited partners of the Holder, or, in the case of a Holder which is a limited liability partnership, its members, (iii) in the case of an individual, by gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of such individualthe Holder’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; , (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of such the individual; , (ivv) in the case of an individual, pursuant to a qualified domestic relations order; order or (v) in the case of connection with a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliatedivorce settlement, (vi) by virtue of the laws of the State Holder’s jurisdiction of Delaware incorporation or a Lock‑Up organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such Lock‑Up options or warrants permit exercises on a cashless basis) to the extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) 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, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, and (each xi) 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 Common Shares involving a change of control of Holdings or which results in all of the holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transferee, a “Permitted Transferee”); transaction; provided, however, that, that in each caseof clauses (i) through (xi), any such Permitted Transferees the transferee must enter into a written agreement with in substantially the Company same form of this Agreement, agreeing to be bound by the transfer restrictions herein terms of Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities in this Holdings Common Shares, such dividends will also be Restricted Securities subject to the terms of Section 10(b1(a) and the other restrictions contained in of this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company Holdings 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 10(c)1, the Company Holdings may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder (if any are issued) shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 20222023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Holdings with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to receive dividends and the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to Securities. (if) instruct its transfer agent to remove For the legends in purposes of this Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel1, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.“

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a3(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees may Transfer any or all of the Lock-Up Shares other than unvested Earnout Shares (that have complied with this Section 10), are permitted the “Nonforfeitable Lockup-Up Shares”) during the Lock-Up Period: (i) to the CompanyHolder’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of the Holder or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of any such Permitted Transferee being an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iiiiv) in the case of any such Permitted Transferee being an individual, by virtue of laws of descent and distribution upon death of such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws Holder’s Governing Documents upon liquidation or dissolution of the State Holder; (viii) in connection with any pledge, hypothecation or other granting of Delaware a security interest in the Nonforfeitable Lock-Up Shares to one or a Lock‑Up Holder’s organizational documents upon dissolution more lending institutions as collateral or security for any borrowing or the incurrence of such Lock‑Up any indebtedness by the Holder (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of PubCo Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transfereetransaction); provided, a “Permitted Transferee”that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Nonforfeitable Lock-Up Shares shall remain subject to the provisions of Section 3(b); or (x) to the Holder; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must shall enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b3 prior to or concurrently with such Transfer. (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees to not, Transfer (i) any Lock-Up Shares during the other restrictions contained in this AgreementLock-Up Period or (ii) any unvested Earnout Shares while such Earnout Shares remain unvested. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 20222024, BY AND AMONG BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of the Lock-Up Shares. (d) Until an Earnout Share is fully vested, each certificate (if any are issued) evidencing such Earnout Share 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 FORFEITURE AS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED TXXXXXX, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the vesting of the Earnout Shares, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Earnout Shares, including issuing new share certificates (if any are issued) in respect of the Earnout Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company PubCo with respect to (i) the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-Up Shares and (ii) cause its legal counselthe Earnout Shares while they are subject to vesting, at including the Company’s expense, right to deliver the necessary legal opinions, if any, to the transfer agentvote any Earnout Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or not to Transfer any Lock-Up Securities until the end of applicable the Lock-Up Period and (ii) the date on which the Company completes a liquidationthat it shall not exercise any of its rights, mergerif any, capital stock exchange, reorganization or other similar transaction that results in all under Section 2.2 of the CompanyRegistration Rights Agreement until the restrictions set forth in Section 2(a)(i) of this Agreement no longer apply to any of such Holder’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)Lock-Up Securities. (b) Notwithstanding Section 2(a)(i), the provisions restrictions set forth in Section 10(a)2(a)(i) shall not apply to the following, Transfers of shares of Common Stock (collectively, “Restricted Securities”) provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company or the Sponsor that are held by consistent with the Lock‑Up Holders foregoing or any of their Permitted Transferees (that have complied with this Section 10), are permitted necessary to give further effect thereto: (i) to the Company’s officers a Transfer as a bona fide gift or directorsgifts or charitable contribution, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; for bona fide estate planning purposes; (ii) in the case of an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of such individualthe Holder’s immediate family, or an affiliate Affiliate of such individual Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder or (D) by operation of law, including bankruptcy laws, or pursuant to a charitable organization; court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement; (iii) in the case of an individualentity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by virtue or under common control with the Holder or Affiliates of laws the Holder or who shares a common investment advisor with the Holder, or (B) as part of descent and a distribution upon death to members, partners, shareholders or equity holders of such individual; the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations order; Transfers by virtue of applicable laws, including bankruptcy laws, or laws of the state or jurisdiction of the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other an entity that is its affiliatea trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) by virtue Transfers relating to Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares, in each case, acquired in open market transactions after the Closing; (vii) the exercise of options or warrants to purchase Ordinary Shares or the vesting of awards of Ordinary Shares and any related Transfer of Ordinary Shares in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the laws exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the State vesting of Delaware such Ordinary Shares, it being understood that all Ordinary Shares received upon such exercise, vesting or a Lock‑Up transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period; (viii) Transfers to the Company (or any direct or indirect subsidiary of the Company) pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company (or applicable subsidiary) or forfeiture of Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with the termination of the Holder’s organizational documents upon dissolution service to the Company (or applicable subsidiary); (ix) Transfers to the Company or any direct or indirect subsidiary of such Lock‑Up Holder the Company without consideration or for only nominal consideration; (each such transfereex) Transfers to a bona fide service provider in connection with and in consideration for services related to the transactions contemplated herein; and (xi) the establishment, a “Permitted Transferee”)by the Holder, at any time after the Closing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of the Lock-Up Securities; provided, however, thatthat such plan complies with the restrictions set forth in Section 2(a)(i) hereof; provided, however, that (A) in the case of clauses (ii) and (iii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), (iii) and (iv), it shall be a condition to the Transfer or distribution that each caseapplicable permitted transferee, any such Permitted Transferees must trustee, donee or distributee enter into a written agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the agreement with executed by such permitted transferee shall expressly refer only to the Company immediate family of the applicable Holder and not to the immediate family of such permitted transferee), agreeing to be bound by the transfer Transfer restrictions herein in this Section 10(b) and the other restrictions contained set forth in this Agreement. (c) If any Any purported Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer Agreement shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Lock-Up Securities as one of its an equity holders holder for any purpose. In order to enforce this Section 10(c), Each Holder acknowledges and agrees that during the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, stop transfer orders shall be placed against the Lock-Up Securities and each certificate or book‑entry book entry position statement evidencing any Restricted Lock-Up Securities held by a Lock‑Up Holder shall be marked 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 REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●•], 20222024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARESSECURITY HOLDERS NAMED THEREIN. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (ed) For Notwithstanding anything to the avoidance contrary in this Section 2, (i) to the extent a Holder reasonably expects to incur a Tax obligation as a result of doubtthe Transactions, each Lock‑Up then, upon presentation of satisfactory evidence of such obligation to the Company, at the Company’s sole discretion, such Holder shall retain all be permitted to Transfer for value a sufficient number of its rights as a stockholder Lock-Up Securities to satisfy such Tax obligation and, upon the determination of the Company with respect to that such a Transfer is otherwise permitted by applicable Law, the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) shall instruct its transfer agent to remove permit such Transfer notwithstanding this Section 2 or any stop transfer restrictions hereunder, and (ii) except as permitted in the legends immediately preceding clause (i), to the extent any Holder is granted a release or waiver from the restrictions contained in this Section 10(d) upon 2 prior to the expiration of the applicable Lock‑Up Period and (ii) cause its legal counselLock-Up Period, at then all Holders shall be automatically granted a release or waiver from the Company’s expense, to deliver the necessary legal opinions, if any, restrictions contained in this Section 2 to the transfer agentsame extent, on substantially the same terms as and on a pro rata basis with, the Holder to which such release or waiver is granted.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to the Company10X’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatthe Stockholder, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to an aggregate of [ ● ]2 ([ ● ]) Lock-Up Shares, upon the date on which the last reported sale price of the Acquiror Common Stock exceeds $13.50 per share for any twenty (20) trading days within any consecutive thirty (30) trading day period that commences at least six (6) months after the Closing Date; (ii) Stockholder may transfer restrictions herein up to an aggregate of [ ● ] ([ ● ])3 Lock-Up Shares in this Section 10(bconnection with a marketed, fully committed underwritten follow-on offering following the date that is at least 90 days after the Closing Date; (iii) and Stockholder may transfer Lock-Up Shares for which the net proceeds will be used to pay income tax obligations owed by the Stockholder, as provided on a tax return or tax statement provided to 10X in form reasonably acceptable to 10X; and (iv) on the date on which post-merger 10X completes a liquidation, merger, capital stock exchange, reorganization or other restrictions contained similar transaction that results in this Agreementall of post-merger 10X’s stockholders having the right to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares. (c) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of 10X by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (d) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company 10X shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company 10X may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During . 2 Note to Draft: Amount to be 25% of the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities holding company shares received in exchange for the existing equity held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, Stockholder at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.time of Closing

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its Permitted Transferees may Transfer any or all of the Lock-Up Securities during the Share Lock-Up Period, the Representative Warrant Lock-Up Period or the Sponsor Warrant Lock-Up Period, as the case may be (that have complied with this Section 10), are permitted the “Applicable Lock-Up Period”): (i) to the Companysuch Holder’s officers or officers, directors, management committee members or members; (ii) to any affiliate or family member of any of the Company’s officers or directors, any affiliate Affiliate(s) of such Lock‑Up Holder or any member Affiliates of such Lock‑Up Holder; ’s officers, directors, management committee members or members; (iiiii) in the case of an individualindividual referred to in (i) or (ii) above, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iii) in the case of an individual, organization or by virtue of laws of descent and distribution upon death of such individual; ; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in the case of an individual, pursuant to a qualified domestic relations order; (i) or (ii) above and in relation to which such person has the ability to direct the management assets comprising the bond portfolio; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws any binding law or order of the State a governmental entity or by virtue of Delaware or a Lock‑Up such Holder’s organizational documents upon liquidation or dissolution of such Lock‑Up Holder Holder; (each such transfereevi) pursuant to a bona fide tender offer, a “Permitted Transferee”); providedmerger, however, thatconsolidation or other similar transaction, in each casecase made to all holders of Irish Holdco Ordinary Shares, involving a change of Control (including negotiating and entering into an agreement providing for any such transaction), or (vii) bona fide pledges of Lock-Up Securities as security or collateral in connection with any borrowing or the incurrence of any indebtedness by a Holder; provided however, that in the case of clauses (i) through (vi), these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b2(b). (b) Each Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Securities during the other restrictions contained in this AgreementApplicable Lock-Up Period (the “Transfer Restriction”). (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Applicable Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Lock-Up Securities held by a Lock‑Up Holder shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●], 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”” Promptly upon the Transfer Restriction ceasing to apply in respect of the of Lock-Up Securities in accordance with Section 2(b), the Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Securities, including issuing new certificates in respect of the relevant Lock-Up Securities. (ed) For the avoidance of any doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder shareholder of the Company with respect to the Restricted Lock-Up Securities it holds during the Lock‑Up Applicable Lock-Up Period, including the right to vote vote, and to receive any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends dividends and distributions in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counselrespect of, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentany Lock-Up Securities.

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right applicable Lock-Up Period with respect to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”).such Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period (i) to (A) the Company’s officers or directors, (B) any affiliate affiliates or family member of any members of the Company’s officers or directors, (C) any affiliate direct or indirect partners, members or equity holders of such Lock‑Up Holder the Sponsor or Sponsor Key Holders or any member related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the SoFi Holders or any direct or indirect partners, members or equity holders of the SoFi Holders, any affiliates of the SoFi Holders or any related investment funds or vehicles controlled or managed by such Lock‑Up Holderpersons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person or entity, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; or (v) in the case to a nominee or custodian of a corporation, limited liability company, partnership, trust or other entity, transfers Person to its stockholders, members, partners or trust beneficiaries as part of whom a distribution, or to any corporation, partnership or other entity that is its affiliate, Transfer would be permitted under clauses (i) through (iv) above; (vi) to the partners, members or equity holders of such Holder by virtue of the laws Sponsor’s certificate of incorporation or bylaws, as amended; (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the State of Delaware Company or a Lock‑Up Holderduly authorized committee thereof or other similar transaction which results in all of the Company’s organizational documents upon dissolution of such Lock‑Up Holder stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (each such transfereexii) in connection with any legal, a “Permitted Transferee”)regulatory or other order; provided, however, that, that in each case, any the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement2. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holders is entitled to vote. The Company agrees . (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) cause its legal counselthe total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing. (f) The lock-up provisions in this Section 2 shall supersede the lock-up provisions contained in Section 7 of the certain letter agreement, at dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s expensecurrent and former officers and directors (the “Insider Letter”), to deliver which provision in Section 7 of the necessary legal opinions, if any, to the transfer agentInsider Letter shall be of no further force or effect.

Lock-Up Provisions. (a) Each Lock‑Up Lock-Up Holder agrees that it, he or she shall not Transfer any Common Stock until 180 days after the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all completion of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Business Combination (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Lock-Up Holders or any of their Permitted Transferees (that have complied with this Section 1011), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Lock-Up Holder or any member of such Lock‑Up Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware Nevada or a Lock‑Up Lock-Up Holder’s organizational documents upon dissolution of such Lock‑Up Lock-Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b11(c) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 11 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c11(d), the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry book-entry position evidencing any Restricted Securities held by a Lock‑Up Lock-Up Holder 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 LOCK-UP AGREEMENT, DATED AS OF [●], 20222021, 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.” (e) For the avoidance of doubt, each Lock‑Up Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d11(e) upon the expiration of the applicable Lock‑Up Lock-Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentagent in connection with the instruction under Section 11(f)(i).

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right Lock-Up Period applicable to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”)such Holder. (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) any direct or indirect partners, members or equity holders of the Company’s officers or directorsSponsor, any affiliate or family member of any affiliates of the Company’s officers Sponsor or directorsany related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the Company Holders or any direct or indirect partners, members or equity holders of the Company Holders, any affiliate affiliates of such Lock‑Up Holder the Company Holders or any member of related investment funds or vehicles controlled or managed by such Lock‑Up HolderPersons or their respective affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family, family or an affiliate of such individual Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Company; (vii) in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the board of directors of the Company (the “Company Board”) or a duly authorized committee thereof or other similar transaction which results in all of the Company’s shareholders having the right to exchange their PubCo Common Shares for cash, securities or other property subsequent to the Closing Date; (viii) in connection with any legal, regulatory or other order; or (vix) in the case of a corporationCompany Holder, limited liability company, partnership, trust to support LG Parent’s or other entity, transfers to any of its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)subsidiaries’ credit obligations; provided, however, thatthat in the case of clauses (i) through (iv), in each case, any such Permitted Transferees must enter into a written agreement duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by any Holder under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the Company agreeing rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to be bound by the transfer restrictions herein in this Section 10(b2(b) and the other restrictions contained in this Agreementshall not involve a disposition for value. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Lock-Up Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder securityholder of the Company with respect to the Restricted Lock-Up Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Security that such Restricted Securities that are Holder is entitled to vote. The , as applicable. (e) Notwithstanding anything in this Agreement to the contrary, the Company agrees Board shall be entitled to (i) instruct release any Holder from any or all of its transfer agent to remove the legends in Section 10(d) upon the expiration obligations hereunder on behalf of the applicable Lock‑Up Period and (ii) cause its legal counselCompany; provided, at however, that if one Holder is released, the Company’s expense, to deliver the necessary legal opinions, if any, other Holders shall also be similarly released to the same relative extent as the released Holder. (f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) of that certain letter agreement, dated as of January 5, 2022, by and among SEAC, the Sponsor and SEAC’s officers and directors (the “Prior Agreement”) with respect to such Holder and such provision of the Prior Agreement shall be of no further force or effect with respect to such Holder. (g) For the avoidance of doubt, nothing herein shall prohibit or restrict a spin-off, separation, distribution or similar transaction that results in the equity holders of Lions Gate Entertainment Corp. (“LGEC”) receiving equity interests in the Company or its successor, including by way of a transfer agentof Lock-Up Securities to an entity that will become an independent, separately traded public company from LGEC (provided, that, such transaction shall not be completed prior to the date of effectiveness of the Registration Statement (as defined in the Subscription Agreements entered into by the Company and SEAC with certain institutional accredited investors on December 22, 2023) unless such transaction would otherwise result in the exchange of Subscriber Shares (as defined in the Subscription Agreements) for an equivalent number of freely-tradeable equity securities of the surviving entity) .

Lock-Up Provisions. (a) Each Lock‑Up The Holder hereby agrees that it, he or she shall not to Transfer any Common Stock until Ordinary Shares (including Ordinary Shares issued or issuable upon the exercise or conversion of the Options or Warrants), Options and Warrants that are held by the Holder during the period commencing from the Second Closing and ending on the earlier of (ia) six months one (1) year after the Second Closing Date, (b) a date subsequent to the Second Closing Date, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (iias adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and (c) a date after the Second Closing Date on which the Company Pubco completes a liquidation, merger, capital stock share exchange, reorganization or other similar transaction that results in all of the CompanyPubco’s stockholders shareholders having the right to exchange their shares of Common Stock Ordinary Shares for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares the Ordinary Shares (including Ordinary Shares issued or issuable upon the exercise or conversion of Common Stock (collectivelythe Options or Warrants), “Restricted Securities”) Options and Warrants that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (that have complied with this Section 101(b)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any affiliates of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) in the case of an individual, transfers by gift to a member of such the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such the individual’s immediate family, family or an affiliate of such individual person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such the individual; (iv) to the extent Holder or Holder’s advisors reasonably believe are relevant to cover any direct or indirect tax obligations that may accrue to the Holder or the Holder’s direct or indirect owners relating to the Transactions or the Shares (and, for the avoidance of doubt, Holder shall be provided a reasonable amount of discretion in making this assessment and not be required to provide any evidence of such reasonable belief prior to effecting any such Transfer in reliance on this subclause (iv) and, if the other parties hereto challenge Holder’s reliance on this subclause (iv), such other parties will have to challenge the Transfer within two weeks of becoming aware of the Transfer and must demonstrate that the Holder acted in bad faith in determining that such Transfer is permitted by this subclause (iv)); and (v) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, that, that these permitted transferees (other than transferees in each case, any such Permitted Transferees respect of Section 1(b)(iv)) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreementherein. (c) The Holder further acknowledges and agrees that it shall not be permitted to conduct any Transfer (including those Transfers permitted under Section 1(b)) with respect to any Escrow Shares until both the Lock-Up Period has expired and such Escrow Shares have been disbursed to such Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement. (d) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company 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 10(c)1, the Company Pubco may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up PeriodLock-Up Period or the release of the Escrow Shares, as applicable. (de) During the Lock‑Up PeriodLock-Up Period (and with respect to any Escrow Shares, if longer, during the period when such Escrow Shares are held in the Escrow Account), each certificate or book‑entry position book entry evidencing any Restricted Securities held by a Lock‑Up Holder shall be marked with a legend include appropriate restrictions to reflect the fact that the Restricted Securities are subject to the restrictions on Transfer set forth 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 [●], 2022, 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 REQUESTthis Agreement.” (ef) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds during the Lock‑Up PeriodLock-Up Period and until the release of the Escrow Shares, as applicable, including the right to vote any such Restricted Securities that are entitled Securities. (g) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to vote. The Company agrees sell, contract or agreement to (i) instruct its transfer agent sell, hypothecate, pledge, grant of any option to remove purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the legends in meaning of Section 10(d) upon the expiration 16 of the applicable Lock‑Up Period 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 security, (iib) cause its legal counselentry into any swap or other arrangement that transfers to another, at in whole or in part, any of the Company’s expenseeconomic consequences of ownership of any security, whether any such transaction is to deliver the necessary legal opinionsbe settled by delivery of such securities, if anyin cash or otherwise, or (c) public announcement of any intention to the transfer agenteffect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Each Lock‑Up Subject to Section 2(b), each Holder agrees that it, he or she it shall not Transfer any Common Stock Lock-Up Shares until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders each Holder or any of their its respective Permitted Transferees (that have complied with this Section 10), are permitted may Transfer the Lock-Up Shares during the Lock-Up Period: (i) to (A) the Company’s or the Sponsor’s officers or directors, (B) any affiliate Affiliates or family member of any members of the Company’s or the Sponsor’s officers or directors, (C) in the case of the Sponsor or Sponsor Key Holders, any affiliate direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates, or (D) any direct or indirect partners, members or equity holders of such Lock‑Up Holder, any Affiliates of such Holder or any member of related investment funds or vehicles controlled or managed by such Lock‑Up HolderPersons or their respective Affiliates; (ii) in the case of an individual, by gift to a member the spouse, domestic partner, parent, sibling, child or grandchild of such individual’s immediate family Holder or to any other natural person with whom such Holder has a trustrelationship by blood, the beneficiary of which is a member of such individual’s immediate familymarriage or adoption not more remote than first cousin, an affiliate of such individual or to a charitable organization; (iii) in the case of a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (ivv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) in the case of a corporationthe Sponsor or Sponsor Key Holders, limited liability companyto the partners, partnership, trust members or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part equity holders of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) such Holder by virtue of the laws Sponsor’s limited liability company agreement, as amended from time to time; (viii) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Lock-Up Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by Holder or any of its Affiliates, or any refinancings thereof, and any transfers of such Lock-Up Shares upon foreclosure thereof shall be deemed permitted for purposes of this Section 2(b) so long as each applicable transferee agrees in writing to be bound by the restrictions set forth in this Agreement as a Permitted Transferee; (ix) as part of the State establishment of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)trading plan pursuant to Rule 10b5-1 promulgated under the 1934 Act; provided, however, thatthat such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period; (x) to the Company in connection with the repurchase of such Lock-up Holder’s shares in connection with the termination of the Lock-up Holder’s employment with the Company pursuant to contractual agreements with the Company; (xi) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of Parent stock-based awards; (xii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Parent Common Stock; (xiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in each caseall of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (xiv) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b2; or (xv) and if Triggering Event III occurs, at any time or from time to time on or after the ninetieth (90th) day following the Closing Date, provided that no more than fifty percent (50%) of the Lock-Up Shares issued to each Holder (which number of shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other restrictions contained in like change or transaction with respect to Company common stock occurring on or after the closing of the Business Combination) may be Transferred pursuant to this Agreementclause (xv). (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) Lock-Up Shares until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any Lock-Up Shares that such Restricted Securities that are Holder is entitled to vote. The Company agrees to . (e) If any Holder is granted a release or waiver from (i) instruct its transfer agent any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing or (ii) the lock-up restrictions set forth in Article VI, Section 6.8 of the bylaws of the Company prior to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to (iiA) cause its legal counsel, at the total percentage of Lock-Up Shares (or “Lock-up Shares” as defined in the bylaws of the Company’s expense, to deliver ) held by the necessary legal opinions, if any, to Triggering Holder immediately following the transfer agentconsummation of the Closing that are being released from the lock-up agreement or lock-up restrictions multiplied by (B) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to the exceptions set forth herein, during the Lock-Up Period (as defined below), such Founder Shareholder agrees that itnot to, he or she shall not without the prior written consent of the Company Board, Transfer any Common Stock until Locked-Up Securities held by it. The foregoing limitations shall remain in full force and effect for a period of six (6) months from and after the earlier Closing (such period, the “Lock-Up Period”) with respect to all the Locked-Up Securities; provided that, if any Company Shareholder enters into or is or becomes subject to an agreement relating to the subject matter set forth in this Section 4.12 in connection with the Mergers on terms and conditions less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of (i) six months a modification, waiver or (ii) the date on which the Company completes a liquidationamendment), mergerthen such less restrictive terms and conditions shall, capital stock exchange, reorganization or other similar transaction that results in all without further action of any of the Company’s stockholders having parties hereto, automatically apply to each Founder Shareholder and any applicable sections of this Agreement shall be deemed amended accordingly. For purpose of this Section 4.12, “Locked-Up Securities” means any Company Ordinary Shares and Company Warrants that are held by each Founder Shareholder immediately after the right to First Effective Time and any Company Ordinary Shares acquired by such Founder Shareholder upon the conversion, exercise or exchange their shares of Common Stock for cash, securities the SPAC Warrants or other property (the “Common Stock Lock‑Up Period”)Company Warrants. (b) Notwithstanding the provisions The restrictions set forth in Section 10(a4.12(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) any affiliate (as defined below) of such entity or any director, officer or employee of such affiliates, or their immediate family (as defined below), Transfers (B) any officer, director or employee of shares such entity, or their immediate family, (C) any shareholder, partner or member of Common Stock such entity or its affiliates; (collectivelyii) in the case of Sponsor, “Restricted Securities”) that are held to any investment fund or other entity controlled or managed by the Lock‑Up Holders L Xxxxxxxxx Asia Advisors or any of their Permitted Transferees its Affiliates; (that have complied with this Section 10), are permitted (i) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (iiiii) in the case of an individual, Transfers by gift to a member members of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Person or to a charitable organization; ; (iiiiv) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of such individual; ; (ivv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order; , divorce decree or separation agreement; (vvi) in the case of an individual, Transfers to a corporationpartnership, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership company or other entity that of which such individual and/or the immediate family of such individual is its affiliatethe legal and beneficial owner of all of the outstanding Equity Securities or similar interests; (vii) in the case of an entity, (vi) Transfers by virtue of the laws Laws of the State state of Delaware or a Lock‑Up Holdersuch entity’s organizational documents organization and such entity’s Organizational Documents upon dissolution of such Lock‑Up Holder entity; (each viii) pledges of any Locked-Up Securities to a financial institution that create a mere security interest in such transfereeLocked-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such Founder Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Securities (as well as any foreclosures on such pledged Locked-Up Securities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to such Founder Shareholder, provided that such agreement shall only take effect in the event that the transferee takes possession of the Locked-Up Securities as a result of foreclosure); (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company 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); (xii) the establishment, at any time after the Closing, by the Company of a trading plan providing for the sale of Company Ordinary Shares that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Permitted TransfereeTrading Plan”); provided, however, thatthat no sales of Locked-Up Securities, shall be made by such Founder Shareholder pursuant to such Trading Plan during the Lock-Up Period and no public announcement or filing is voluntarily made regarding such Trading Plan during the Lock-Up Period; (xiii) Transfers made in each caseconnection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xiv) transactions to satisfy any actual U.S. federal, state, or local income tax payment obligations of any Founder Shareholder (or its direct or indirect owners) directly resulting from such Permitted Transferees must enter into a written agreement with Founder Shareholder’s reporting position regarding the Company agreeing to be bound by U.S. federal, state, or local income tax treatment of the transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement.Mergers; (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder such Founder Shareholder shall retain all of its rights as a stockholder shareholder of the Company with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Locked-Up Securities that are entitled to vote. The Company agrees to or receive any dividends or distributions thereon. (id) instruct its In furtherance of the foregoing, the Company, and any duly appointed transfer agent to remove for the legends in Section 10(d) upon the expiration registration or transfer of the applicable Lock‑Up Period and (ii) cause its legal counselLocked-Up Securities, at are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Restrictions.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a3(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Holder or any of their its Permitted Transferees may Transfer any or all of the Lock-Up Shares other than unvested Earnout Shares (that have complied with this Section 10), are permitted the “Nonforfeitable Lockup-Up Shares”) during the Lock-Up Period: (i) to the CompanyHolder’s officers or officers, directors, any affiliate managers or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holdermanagement committee members; (ii) to any Affiliates of the Holder or such Affiliate’s officers, directors, managers or management committee members; (iii) in the case of any such Permitted Transferee being an individual, by gift to a member of such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual Immediate Family or to a charitable organization; (iiiiv) in the case of any such Permitted Transferee being an individual, by virtue of laws of descent and distribution upon death of such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order; (vi) to any partners (general or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholderslimited), members, partners shareholders or trust beneficiaries as part holders of a distributionsimilar Equity Securities of the Holder (or, in each case, its nominee or to custodian) or any corporation, partnership or other entity that is its affiliate, of their respective Affiliates; (vivii) by virtue of applicable Law or the laws Holder’s Governing Documents upon liquidation or dissolution of the State Holder; (viii) in connection with any pledge, hypothecation or other granting of Delaware a security interest in the Nonforfeitable Lock-Up Shares to one or a Lock‑Up Holder’s organizational documents upon dissolution more lending institutions as collateral or security for any borrowing or the incurrence of such Lock‑Up any indebtedness by the Holder (provided, that such borrowing or incurrence of indebtedness is secured by a portfolio of assets or Equity Securities issued by multiple issuers); (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case, made to all holders of PubCo Ordinary Shares, involving a Change of Control (including negotiating and entering into an agreement providing for any such transfereetransaction); provided, a “Permitted Transferee”that in the event that such tender offer, merger, consolidation or other such transaction is not completed, all Nonforfeitable Lock-Up Shares shall remain subject to the provisions of Section 3(b); or (x) to the Holder; provided, however, that, in each casethe case of clauses (i) through (ix), any such Permitted Transferees must shall enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein provisions set forth in this Section 10(b3 prior to or concurrently with such Transfer. (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees to not, Transfer (i) any Lock-Up Shares during the other restrictions contained in this AgreementLock-Up Period or (ii) any unvested Earnout Shares while such Earnout Shares remain unvested. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●]OCTOBER 1, 20222024, BY AND AMONG BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED TXXXXXX, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the expiration of the Lock-Up Period, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Lock-Up Shares, including issuing new share certificates (if any are issued) in respect of the Lock-Up Shares. (d) Until an Earnout Share is fully vested, each certificate (if any are issued) evidencing such Earnout Share 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 FORFEITURE AS SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER 1, 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED TXXXXXX, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the vesting of the Earnout Shares, PubCo shall take all reasonable steps required to remove such legend from the certificates evidencing the Earnout Shares, including issuing new share certificates (if any are issued) in respect of the Earnout Shares. (e) For the avoidance of any doubt, each Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company PubCo with respect to (i) the Restricted Securities it holds Lock-Up Shares during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period Lock-Up Shares and (ii) cause its legal counselthe Earnout Shares while they are subject to vesting, at including the Company’s expense, right to deliver the necessary legal opinions, if any, to the transfer agentvote any Earnout Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not to Transfer any Common Stock Lock-Up Securities until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all end of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Lock-Up Period”). (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 10(a2(a), Transfers of shares of Common Stock (collectivelyshall not apply to the following, “Restricted Securities”) provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company or the Sponsor that are held by consistent with the Lock‑Up Holders foregoing or any of their Permitted Transferees (that have complied with this Section 10), are permitted necessary to give further effect thereto: (i) to the Company’s officers a Transfer as a bona fide gift or directorsgifts or charitable contribution, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; for bona fide estate planning purposes; (ii) in the case of an individual, Transfers (A) to a partnership, limited liability company or other entity of which the Holder and/or the immediate family (as defined below) of the Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (B) by bona fide gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of such individualthe Holder’s immediate family, or an affiliate Affiliate of such individual Person, (C) by virtue of will, intestate succession or the laws of descent and distribution upon death of the Holder or (D) by operation of law, including bankruptcy laws, or pursuant to a charitable organization; court order, including a qualified domestic relations order, divorce decree, divorce settlement or separation agreement; (iii) in the case of an individualentity, Transfers (A) to another entity that is an Affiliate (as defined in Rule 405 promulgated under the Securities Act) of the Holder, or to any investment fund or other entity controlling, controlled by, managing or managed by virtue or under common control with the Holder or Affiliates of laws the Holder or who shares a common investment advisor with the Holder, or (B) as part of descent and a distribution upon death to members, partners, shareholders or equity holders of such individual; the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations order; Transfers by virtue of applicable laws, including bankruptcy laws, or laws of the state or jurisdiction of the Holder’s organization or the Holder’s organizational documents upon dissolution of the Holder; (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other an entity that is its affiliatea trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) by virtue Transfers relating to Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares, in each case, acquired in open market transactions after the Closing; (vii) the exercise of options or warrants to purchase Common Shares or the vesting of awards of Common Shares and any related Transfer of Common Shares in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the laws exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the State vesting of Delaware such Common Shares, it being understood that all Common Shares received upon such exercise, vesting or a Lock‑Up transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period; (viii) Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of Common Shares or other securities convertible into or exercisable or exchangeable for Common Shares in connection with the termination of the Holder’s organizational documents upon dissolution service to the Company; (ix) the establishment, by the Holder, at any time after the Closing, of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”)any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for the transfer of the Lock-Up Securities; provided, however, thatthat such plan does not provide for, in each caseor permit, the sale of any such Permitted Transferees must enter into a written agreement with Lock-Up Securities during the Company agreeing to be bound by the transfer restrictions herein in this Section 10(b) Lock-Up Period and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 no public announcement or filing is voluntarily made or attempted contrary to the provisions of this Agreement, required regarding such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds plan during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent.;

Lock-Up Provisions. (a) Each Lock‑Up Holder agrees that it, he or she shall not Transfer any Common Stock until the earlier of (i) six months or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Common Stock Lock‑Up Period”). (b) Notwithstanding the provisions set forth in Section 10(a2(b), Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders Stockholder or any of their its Permitted Transferees (that have complied with this Section 10)may Transfer the Lock-Up Shares during, are permitted as applicable, the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares (i) to the CompanyTLGY’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or any member of such Lock‑Up Holder; (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (ii), in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of such individual’s immediate family, an affiliate Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State of Delaware or a Lock‑Up Holder’s organizational documents the Stockholder limited partnership agreement upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); provided, however, thatthe Stockholder, in each case, subject to any such Permitted Transferees must enter into transferee signing a written agreement with the Company joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions herein same extent as the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable (the “Transfer Restriction”), except that, on the date on which post-merger TLGY completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in this Section 10(b) and all of post-merger TLGY stockholders having the right to exchange their shares for cash, securities or other restrictions contained in this Agreementproperty, the Transfer Restriction will terminate with respect to all Lock-Up Shares. (c) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of TLGY by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (d) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company TLGY shall refuse to recognize any such purported transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 10(c)2, the Company TLGY may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a Holder Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up PeriodLock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable. (de) During the Lock‑Up PeriodLock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, each certificate or book‑entry position (if any are issued) evidencing any Restricted Securities held by a Lock‑Up Holder Lock-Up Shares shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●[ ● ], 20222023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (ef) For the avoidance of any doubt, each Lock‑Up Holder the Stockholder shall retain all of its rights as a stockholder shareholder of the Company TLGY with respect to the Restricted Securities it holds Lock-Up Shares during the Lock‑Up PeriodLock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of the applicable Lock‑Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Shares.

Lock-Up Provisions. (a) Each Lock‑Up Holder Subject to the exceptions set forth herein, during the Lock-Up Period (as defined below), each Company Shareholder agrees that itnot to, he or she shall not without the prior written consent of the Company Board, Transfer any Common Stock until the earlier of (i) six months Company Ordinary Shares held or (ii) the date on which the beneficially owned by such Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all Shareholder as of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property Closing (the “Common Stock Lock‑Up Locked-Up Shares”); provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Section 5.1 in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendment), then the less restrictive terms and conditions shall apply to each Company Shareholder or any permitted transferee (or any subsequent permitted transferee). The foregoing limitations shall remain in full force and effect for a period of one (1) year from and after the Closing Date (the “Lock-Up Period”). (b) Notwithstanding the provisions The restrictions set forth in Section 10(a), Transfers of shares of Common Stock 5.1(a) (collectively, the “Restricted SecuritiesLock-Up Restrictions”) that are held by the Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted shall not apply to: (i) in the case of an entity, Transfers to the Companysuch entity’s officers, directors, any affiliates or family members of any of such entity’s officers or directors, any affiliate direct or family member indirect members of any of the Company’s officers such entity or directorstheir affiliates, any affiliate affiliates of such Lock‑Up Holder entity, including to funds affiliated with Vista Holdings and to limited partners of funds affiliated with Vista Holdings or any member affiliates thereof, or any employees of such Lock‑Up Holder; affiliates; (ii) in the case of an individual, Transfers by gift to a member of such one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such the individual’s immediate family, an affiliate of such individual person or to a charitable organization; ; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of such the individual; ; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or ; (v) Transfers by private sales or Transfers made in connection with the Closing at prices no greater than the price at which the Locked-Up Shares were originally purchased; (vi) in the case of a corporation, limited liability company, partnership, trust or other an entity, transfers Transfers by virtue of such entity’s Organizational Documents upon liquidation or dissolution of such entity; (vii) Transfers to its stockholders, members, partners or trust beneficiaries the Company for no value for cancellation in connection with the Closing; (viii) Transfers of any Company Ordinary Shares acquired as part of any PIPE Financing; (ix) pledges of any Locked-Up Shares held by such Company Shareholder to a distribution, financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to any corporation, partnership or other entity that is its affiliate, (vi) by virtue control the exercise of the laws voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (x) Transfers made after the date on which the closing price of the State Company Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, 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 Date; (xi) the establishment of Delaware or a Lock‑Up Holder’s organizational documents upon dissolution trading plan that meets the requirements of such Lock‑Up Holder Rule 10b5-1(c) under the Exchange Act (each such transferee, a “Permitted TransfereeTrading Plan”); provided, however, thatthat no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the Lock-Up period and no public announcement or filing is voluntarily made regarding such plan during the Lock-Up Period; (xii) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; (xiii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368(a) of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any such Permitted Transferees tax liability as a result of the transaction; and (xiv) in the case of an individual who is a tax resident of India, any Transfer in light of Indian tax exposure they are expected to experience upon the Closing. provided, however, that in the case of clauses (i) through (iv), (vi) and (xi) these permitted transferees must enter into a written agreement with agreement, in substantially the Company form of this Agreement, agreeing to be bound by the transfer restrictions herein in this Section 10(b) Lock-Up Restrictions and shall have the other restrictions contained in same rights and benefits under this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c), the Company 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 applicable Lock‑Up Period. (d) During the Lock‑Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder 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 [●], 2022, 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.” (e) For the avoidance of doubt, each Lock‑Up Holder Company Shareholder shall retain all of its rights as a stockholder shareholder of the Company during the Lock-Up Period with respect to the Restricted Securities Subject Shares it holds during the Lock‑Up Periodowns, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to Locked-Up Shares. (id) instruct its In furtherance of the foregoing, the Company, and any duly appointed transfer agent to remove for the legends in Section 10(d) upon the expiration registration or transfer of the applicable Lock‑Up Period and (ii) cause its legal counselLocked-Up Shares, at are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agentLock-Up Restrictions.

Lock-Up Provisions. (a) Each Lock‑Up The Holder agrees that it, he or she it shall not effectuate a Transfer any Common Stock of the Pubco Ordinary Shares that are held by the Holder during the period commencing from the Share Acquisition Closing until the earlier to occur of (i) six months or one (1) year after the Share Acquisition Closing, (ii) one-hundred and fifty (150) days after the Share Acquisition Closing, if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars ($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 and (iii) a date after the Share Acquisition Closing on which the Company completes Pubco consummates a subsequent liquidation, merger, capital stock exchange, reorganization share exchange or other similar transaction that which results in all of the CompanyPubco’s stockholders shareholders having the right to exchange their shares of Common Stock Pubco Ordinary Shares for cash, securities or other property (the “Common Stock Lock‑Up Lock-up Period”). (b) Notwithstanding the provisions set forth in Section 10(a1(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) the Pubco Ordinary Shares that are held by the Lock‑Up Holders or any of their Permitted Transferees Holder (and that have complied with this Section 101(b), ) are permitted (i) to the CompanyPubco’s officers or directors, any affiliate Affiliates or immediate family member members of any of the CompanyPubco’s officers or directors, any affiliate members of such Lock‑Up Holder the Holder, or any member Affiliates of such Lock‑Up the Holder; , (ii) in the case of an individual, by gift to a member of such individualthe Holder’s immediate family or to a trust, the beneficiary of which is a member of such individualthe Holder’s immediate family, an affiliate Affiliate of such individual person or to a charitable organization; , (iii) in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual; death, (iv) in the case of an individual, pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (v) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any corporation, partnership or other entity that is its affiliate, (vi) by virtue of the laws of the State Holder’s jurisdiction of Delaware incorporation or a Lock‑Up organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such Lock‑Up Holder (each such transferee, options or warrants permit exercises on a “Permitted Transferee”cashless basis); provided, howeverthat any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, that(vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in each caseconnection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any such Permitted Transferees bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in clauses (i) through (iv), the transferee must enter into a written agreement with in substantially the Company form of this Agreement, agreeing to be bound by the transfer restrictions herein terms of the Lock-up Period. If dividends are declared and payable in this Section 10(b) and Pubco Ordinary Shares, such dividends will also be subject to the other restrictions contained in this AgreementLock-up Period. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company 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 10(c)1, the Company Pubco may impose stop‑transfer stop-transfer instructions with respect to the Restricted Securities of a the Holder (and Permitted Transferees any permitted transferees and assigns thereof) until the end of the applicable Lock‑Up Lock-Up Period. (d) During the Lock‑Up Lock-Up Period, each certificate or book‑entry position evidencing any Restricted Securities held by a Lock‑Up Holder (if any are issued) shall be marked stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP LOCK-UP AGREEMENT, DATED AS OF [●]AUGUST 26, 20222021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE REGISTERED ISSUER’S SECURITY HOLDER OF THE SHARESNAMED THEREIN, AS AMENDED. 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 Lock‑Up the Holder shall retain all of its rights as a stockholder shareholder of the Company Pubco with respect to the Restricted Securities it holds during the Lock‑Up Lock-Up Period, including the right to vote any such Restricted Securities that are entitled Securities. (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to vote. The Company agrees sell, contract or agreement to (i) instruct its transfer agent sell, hypothecate, pledge, grant of any option to remove purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the legends in meaning of Section 10(d) upon the expiration 16 of the applicable Lock‑Up Period 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 security, (iib) cause its legal counselentry into any swap or other arrangement that transfers to another, at in whole or in part, any of the Company’s expenseeconomic consequences of ownership of any security, whether any such transaction is to deliver the necessary legal opinionsbe settled by delivery of such securities, if anyin cash or otherwise, or (c) public announcement of any intention to the transfer agenteffect any transaction specified in clause (a) or (b).