Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or Immediate Family, an affiliate Affiliate of such person or entity, 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 the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations orderany partners (general or limited), divorce settlementbeneficiaries, divorce decree members, managers, shareholders or separation agreement; holders of similar equity interests in the Holder (vor, in each case, its nominee or custodian) the entry, by the Holder, at or 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 Periodtheir Affiliates; (vi) to a nominee by virtue of any binding law or custodian order of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovegovernmental entity or by virtue of the Holder’s organizational documents upon liquidation or dissolution of the Holder; (vii) by virtue for the purposes of the laws granting a pledge(s) of Cayman Islands Lock-Up Shares as security or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide mortgagetender offer, encumbrance merger, consolidation or pledge other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a financial institution change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, that in connection with any bona fide loan the event that such tender offer, merger, consolidation or debt other such transaction or enforcement thereunderis not completed, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of Holder’s 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 shall remain subject to the completion of) a bona fide liquidationprovisions of Section 2(b), 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, howeverprovided further, that in the case of clauses (i) through (viviii), such these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 2(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 Second 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) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” (d) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares. (e) No Other Lock-Up Agreement contains lock-up restrictions that are materially less restrictive than the lock-up restrictions applicable to 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 that: (i) if, after the date hereof, any Other Lock-Up Agreement is amended, modified or waived in a manner favorable to a Company Shareholder or the Sponsor (as applicable) and a similar amendment, modification or waiver would also be favorable to the Holder in relation to the terms of this Agreement, this Agreement shall be contemporaneously amended in the same manner and Pubco shall provide prompt notice thereof to the Holder; and (ii) 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 respective Other Lock-Up Agreement, other than in accordance with the terms of such Holders is entitled Other Lock-Up Agreement, the Holder will be similarly and contemporaneously released from the applicable lock-up restrictions hereunder and Pubco shall provide prompt notice hereof to votethe Holder.

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Lock‑Up Holder agrees in favor of PubCo that it it, he or she shall not Transfer any Lock-Up Securities Common Stock until the end 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 Lock-Up Period applicable Company’s stockholders having the right to itexchange 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 2(a10(a), each Holder Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or its respective any of their Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (that have complied with this Section 10), are permitted (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates affiliate or family members member of PubCoany of the Company’s officers or directors, (C) any 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 affiliate of such Holder, any affiliates of such Lock‑Up Holder or any related investment funds or vehicles controlled or managed by member of such persons or entities or their respective affiliatesLock‑Up Holder; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) in the entrycase of a corporation, by the Holderlimited liability company, at any time after Closing partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part 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 fora distribution, or permitto any corporation, the sale of any Lock-Up Securities during the Lock-Up Period and no public announcement partnership or filing other entity that is voluntarily made or required regarding such plan during the Lock-Up Period; its affiliate, (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsora Lock‑Up Holder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the Sponsor; such Lock‑Up Holder (viii) in connection with any bona fide mortgageeach such transferee, 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 “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 orderPermitted Transferee”); provided, however, that that, in the case of clauses (i) through (vi)each case, any such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions herein in this Section 210(b) and the other restrictions contained in this Agreement. (c) Any If any Transfer that not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement Agreement, such purported prohibited Transfer shall be null and void ab initio initio, and PubCo the Company 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 210(c), PubCo the Company may impose stop-transfer stop‑transfer instructions with respect to the Lock-Up Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up 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 shareholder stockholder of PubCo the Company with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares it holds during the Lock-Up Lock‑Up Period, including the right to vote any such Lock-Up Restricted Securities that such Holders is 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) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations orderany partners (general or limited), divorce settlementbeneficiaries, divorce decree members, managers, shareholders or separation agreement; holders of similar equity interests in the Holder (vor, in each case, its nominee or custodian) the entry, by the Holder, at or 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 Periodtheir Affiliates; (vi) to a nominee by virtue of any binding law or custodian order of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovegovernmental entity or by virtue of the Holder’s organizational documents upon liquidation or dissolution of the Holder; (vii) by virtue for the purposes of the laws granting a pledge(s) of Cayman Islands Lock-Up Shares as security or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any bona fide mortgage, encumbrance borrowing or pledge to the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction equity interests issued by multiple issuers); or enforcement thereunder, including foreclosure thereof; (ixviii) to PubCo; (x) 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; (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 liquidationtender offer, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof consolidation or other similar transaction which results transaction, in each case made to all holders of PubCo’s shareholders having the right to exchange their PubCo Pubco Ordinary Shares Shares, involving a change of Control (including negotiating and entering into an agreement providing for cash, securities or other property subsequent to the Closing Date; or (xiiiany such transaction) in connection with any legal, regulatory or other order; provided, however, that in the case 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 clauses Section 2(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) through the Transfer Restriction shall expire with respect to ten percent (vi10%) 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 Second 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 Permitted Transferees must enter into a written agreement date); and (iv) the Transfer Restriction shall expire with PubCo agreeing respect to be bound by an additional thirty percent (30%) of the transfer restrictions in this Section 2Lock-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) Any Transfer that is made or attempted contrary to Notwithstanding the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize foregoing, if at any such transferee time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Securities as one of its equity holders for any purpose. In order Shares shall cease to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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. (de) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such vote, and to receive any dividends and distributions in respect of, any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder hereby agrees in favor of PubCo that it [it] / [he] / [she] shall not Transfer any Lock-Up Restricted Securities until the end earlier of (i) 180 days after the completion of the Merger or (ii) subsequent to the Merger, the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that 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 (the “Lock-Up Period applicable to itup Period”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Restricted Securities that are held by Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period any of their permitted transferees (that have complied with this Section 1(b)), are permitted (i) to (A) PubCothe Purchaser’s officers or officers, directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders of the SponsorPurchaser’s officers, directors[, any members of the SPAC Insiders Holder] 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 affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesthe Holder; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entityperson, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) transfers by private sales or transfers made in connection with the entry, by the Holder, at any time after Closing consummation of the transactions contemplated under the a Business Combination Agreement, of any trading plan providing for sale of shares of at prices no greater than the Lock-Up Securities by price at which 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 Periodsecurities were originally purchased; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) transfers by virtue of the laws of Cayman Islands the State of Delaware or the SponsorHolder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the SponsorHolder; and (viiivii) 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 event 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; (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 Purchaser’s liquidation, merger, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which results in all of PubCo’s shareholders the Purchaser Stockholders having the right to exchange their PubCo Ordinary Shares shares of Purchaser Class A Common Stock for cash, securities or other property subsequent to the Closing Date; or (xiii) in connection with any legal, regulatory or other ordercompletion of the Merger; provided, however, that in the case of clauses (i) through (vivii), such Permitted Transferees these permitted transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2herein. (c) Any Transfer that is made As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or attempted contrary similar business combination, involving the Purchaser and one or more businesses; and (ii) “Transfer” shall mean the (1) sale of, offer to the provisions sell, contract or agreement to sell, hypothecate, pledge, grant of this Agreement shall be null and void ab initio and PubCo shall refuse any option to recognize any such transferee purchase or otherwise dispose of the Lock-Up Securities as one or agreement to dispose of, directly or indirectly, or establishment or increase of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the Lock-Up Securities until the end meaning of Section 16 of the Lock-Up Period. (d) For Securities Exchange Act of 1934, as amended, and the avoidance rules and regulations of doubt, each Holder shall retain all of its rights as a shareholder of PubCo the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Periodeconomic consequences of ownership of any security, including the right whether any such transaction is to vote be settled by delivery of such Lock-Up Securities that such Holders is entitled securities, in cash or otherwise, or (3) public announcement of any intention to voteeffect any transaction specified in clause (1) or (2).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCothe Holder’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; (ivv) in the case of the Holder being an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar equity interests of the Holder (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws applicable Law, order of Cayman Islands a Governmental Authority or the SponsorHolder’s limited liability company agreement, as amended from time to time, Organization Documents upon liquidation or dissolution of the SponsorHolder; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge 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 the Holder (provided such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction equity interests issued by multiple issuers); or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; (x) 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 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 equity incentive plan; (xi) forfeitures of PubCo Ordinary 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 Lock-Up 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 shall remain subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board provisions 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 orderSection 2(b); provided, however, that in the case of clauses (i) through (vi), such ix) these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 22(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. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of During the Lock-Up Securities as one of its equity holders for Period, each certificate (if any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the are issued) evidencing any Lock-Up Securities until Shares shall be stamped or otherwise imprinted with a legend in substantially the end following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [•], 2023, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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. (d) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations orderany partners (general or limited), divorce settlementmembers, divorce decree managers, shareholders or separation agreement; holders of similar equity interests in the Holder (vor, in each case, its nominee or custodian) the entry, by the Holder, at or 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 Periodtheir Affiliates; (vi) to a nominee by virtue of any binding law or custodian order of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovegovernmental entity or by virtue of the Holder’s organizational documents upon liquidation or dissolution of the Holder; (vii) by virtue for the purposes of the laws granting a pledge(s) of Cayman Islands Lock-Up Shares as security or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any bona fide mortgage, encumbrance borrowing or pledge to the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction equity interests issued by multiple issuers); or enforcement thereunder, including foreclosure thereof; (ixviii) to PubCo; (x) 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; (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 liquidationtender offer, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof consolidation or other similar transaction which results transaction, in each case made to all holders of PubCo’s shareholders having the right to exchange their PubCo Pubco Ordinary Shares Shares, involving a change of Control (including negotiating and entering into an agreement providing for cash, securities or other property subsequent to the Closing Date; or (xiiiany such transaction) in connection with any legal, regulatory or other order; provided, however, that in the case 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 clauses Section 2(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) through the Transfer Restriction shall expire with respect to ten percent (vi10%) 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 Second 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 Permitted Transferees must enter into a written agreement date); and (iv) the Transfer Restriction shall expire with PubCo agreeing respect to be bound by an additional thirty percent (30%) of the transfer restrictions in this Section 2Lock-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) Any Transfer that is made or attempted contrary to Notwithstanding the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize foregoing, if at any such transferee time the sale price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Securities as one of its equity holders for any purpose. In order Shares shall cease to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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. (de) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to the exclusions in Section 2(b1(b), each Holder agrees in favor of PubCo that it shall not to Transfer any Lock-Up Securities up Shares until the end of the Lock-Up up Period applicable to it(the “Lock-up”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Holder the Holders or its their respective Permitted Transferees may Transfer the Lock-Up Securities up Shares during the Lock-Up up Period (i) to (A) New PubCo’s officers or directors, (B) any affiliates Affiliates or family members of New PubCo’s officers or directors, or (C) the other Holders or any 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 HolderHolders, any affiliates Affiliates of such Holder the Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesAffiliates; (ii) in the case of an individual, by bona fide gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate Affiliate of such person or entity, or to a charitable organization; (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 the individual; (ivv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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; (ixvii) to New PubCo; or (x) 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; (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; (xiiviii) 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 New PubCo (the “Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of New PubCo’s shareholders stockholders having the right to exchange their PubCo Ordinary Common Shares for cash, securities or other property subsequent to the Closing Date; or (xiii) . If dividends are declared and payable on the Holder’s Lock-up Shares in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi)Ordinary Shares, such Permitted Transferees must enter into a written agreement with PubCo agreeing dividends will also be Lock-up Shares subject to be bound by the transfer restrictions in terms of Section 1(a) of this Section 2Agreement. (c) Any Transfer that is made or attempted contrary to Notwithstanding the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of set forth in Section 1(a), if the Lock-Up Securities as one of its equity holders for any purpose. In order up Period, excluding in connection with a Lock-up Period Early Release, is scheduled to enforce this Section 2end during a Blackout Period or within five (5) Trading Days prior to a Blackout Period, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until up Period shall end ten (10) Trading Days prior to the end commencement of the LockBlackout Period (the “Blackout-Up PeriodRelated 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) For Notwithstanding the avoidance other provisions set forth in this Section 1, the Board of doubtDirectors may, each Holder in its sole discretion, determine to waive, amend, or repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal (each, a “Release”) shall retain all require, in addition to any other vote of its rights the members of the Board of Directors required to take such action pursuant to the Governing Documents of New PubCo or applicable law, the affirmative vote of the directors who have been designated by SPAC (the “SPAC Designees”); provided, further, that, in the event the SPAC Designees are no longer serving as a shareholder members of PubCo 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 Securities that are PubCo Ordinary Shares during up obligations set forth herein pursuant to this Section 1(d), then the Applicable Percentage of the Lock-Up Periodup Shares (solely for the purposes of this proviso, including as such term is defined in the right to vote 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 Securities that up (solely for the purposes of this proviso, as such Holders term is entitled defined in the Sponsor Support Agreement) obligations set forth in the Sponsor Support Agreement. (e) For purposes of this Section 1: (i) the term “Affiliate” has the meaning ascribed to vote.such term in Rule 12b-2 promulgated under the Exchange Act;

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (ivv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations orderany partners (general or limited), divorce settlementbeneficiaries, divorce decree members, managers, shareholders or separation agreement; holders of similar equity interests in the Holder (vor, in each case, its nominee or custodian) the entry, by the Holder, at or 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 Periodtheir Affiliates; (vi) to a nominee by virtue of any binding law or custodian order of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovegovernmental entity or by virtue of the Holder’s organizational documents upon liquidation or dissolution of the Holder; (vii) by virtue for the purposes of the laws granting a pledge(s) of Cayman Islands Lock-Up Shares as security or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); or (viii) pursuant to a bona fide mortgagetender offer, encumbrance merger, consolidation or pledge other similar transaction, in each case made to all holders of Pubco Ordinary Shares, involving a financial institution change of Control (including negotiating and entering into an agreement providing for any such transaction) provided, however, that in connection with any bona fide loan the event that such tender offer, merger, consolidation or debt other such transaction or enforcement thereunderis not completed, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of Holder’s 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 shall remain subject to the completion of) a bona fide liquidationprovisions of Section 2(b), 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, howeverprovided further, that in the case of clauses (i) through (vivii), such these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 2(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 Second 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) Any Transfer that is made or attempted contrary to Notwithstanding the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize foregoing, if at any such transferee time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Securities as one of its equity holders for any purpose. In order Shares shall cease to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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. (de) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such vote, and to receive any dividends and distributions in respect of, any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period Period: (i) in the case of an entity, to another entity that is an affiliate (Aas defined in Rule 405 promulgated under the Securities Act of 1933, as amended) PubCo’s officers or directorsof the Holder; (ii) in the case of an entity, (B) any affiliates or family members of PubCo’s officers or directors, (C) any to its direct or indirect partners, members or equity holders of the Sponsorholders, the SPAC Insiders or any related investment funds fund or vehicles vehicle controlled or managed by such Persons the Holder or their respective its affiliates, or who shares a common investment advisor with the Holder; (Diii) any direct by bona fide gift or indirect partnersgifts, members or equity holders of such Holderincluding, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; without limitation, to a charitable organization; (iiiv) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such person or entity, or to a charitable organization; person; (iiiv) in the case of an individuala trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (vi) by virtue of the laws of descent 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 individual; Holder and their immediate family are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (ivviii) in the case to a nominee or custodian of an individual, 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; ; (vx) to the entry, Company pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by the Holder, at any time after Closing of the transactions contemplated under the Business Combination Agreement, of any trading plan providing for sale Company or forfeiture 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, common stock or permit, the sale of any Lock-Up Securities during the Lock-Up Period and no public announcement other securities convertible into or filing is voluntarily made exercisable or required regarding such plan during the Lock-Up Period; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) exchangeable for common stock in connection with any bona fide mortgage, encumbrance or pledge the termination of the Holder’s service to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; the Company; (ixxi) to PubCo; (x) the exercise of stock options, including through Company pursuant to a “net” or “cashless” exerciseexercise of stock options, or receipt other equity awards for the purpose of shares upon vesting paying the exercise price of restricted such stock units granted pursuant options or other equity awards; (xii) to an equity incentive plan; (xi) forfeitures of PubCo Ordinary Shares the Company to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; awards; (xiixiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent to the Closing Date; or (xiii) provided that in connection with any legalthe event that liquidation, regulatory or other ordermerger, stock exchange, reorganization, tender offer is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Agreement; provided, however, that in the case of clauses (i) through (vi), ix) such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions in this Section 22 (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 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 on Transfer set forth in this Agreement. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares constitute Company Common Stock during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders 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 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) the establishment or amendment of such plan is not required to be reported in any public report or filing with the Securities and Exchange Commission (the “SEC”), or otherwise during the Lock-Up Period, and (ii) 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 discretion, 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 time 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 one or more Holders is less than or equal to 1% of the total number of shares of Company Common Stock outstanding as of immediately following the Closing, or (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 extent 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) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the applicable Lock-Up Period applicable with respect to itsuch Lock-Up Shares. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCothe Company’s or ProKidney’s officers or directors, (B) any affiliates or family members of PubCothe Company’s or ProKidney’s officers or directors, (C) any direct or indirect partners, members or equity holders of the SponsorSponsor or Sponsor Key Holders, any affiliates of the SPAC Insiders 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) the ProKidney Holders or any direct or indirect partners, members or equity holders of such Holderthe ProKidney Holders, any affiliates of such Holder the ProKidney Holders or any related investment funds or vehicles controlled or managed by such persons or entities Persons or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such person or entityPerson, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the partners, members or equityholders of such Holder by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreementorganizational documents, as amended from time 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 timea financial institution, upon dissolution including the enforcement of the Sponsorany such pledge by a financial institution; (viii) in connection with any bona fide mortgage, encumbrance to the Company or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereofProKidney; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to PubCo; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt exercise of stock options; (x) as forfeitures of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xi) forfeitures of PubCo Ordinary Shares 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; (xiixi) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares of Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; (xii) pursuant to an exchange of New Company Common Units for shares of Acquiror Common Stock pursuant to the Exchange Agreement (provided, 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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company and ProKidney may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder stockholder of PubCo the Company or equityholder of ProKidney, as applicable, with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders Holder is entitled to vote. (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 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 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) the total number of Lock-Up Shares 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 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 current and former officers and directors (collectively, the “Insider Letters”) and which provisions in Sections 7(a) and 7(b) of the Insider Letters shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 2(b)The Holders hereby agree not to, each Holder agrees in favor during the period commencing from the Closing and through the earlier of PubCo that it shall not Transfer any (x) the one hundred and eightieth (180) 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 “Lock-Up Period”): sell, transfer to another or otherwise dispose of, in whole or in part, the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted Securities until the end or other securities, in cash or otherwise (any of the Lock-Up Period applicable to it.foregoing, a “Prohibited Transfer”). The foregoing sentence shall not apply to: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) PubCo’s officers the transfer of any or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders all of the SponsorRestricted Securities by a bona fide gift or charitable contribution, the SPAC Insiders on death by will 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 affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift intestacy to a member of the individual’s such Holders’ immediate family or to a trust, the beneficiary beneficiaries of which is are exclusively the undersigned and/or a member or members of the individual’s such Holders’ immediate family or an affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (vB) the entry, by the Holder, at transfer of any time after Closing or all of the transactions contemplated under Restricted Securities to any Permitted Transferee; or (C) the Business Combination Agreement, establishment of any a trading plan providing for sale of shares of the Lock-Up Securities by the Holder, which trading plan meets the requirements of pursuant to Rule 10b5-1(c) 1 under the Exchange ActAct for the transfer of Restricted Securities; provided, provided however that such plan does not provide for, or permit, for the sale transfer of any Lock-Up Restricted 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that in the case any of clauses cases (iA) through or (viB), 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 PubCo the Company agreeing to be bound by the restrictions herein; provided, further, that in any of cases (A) or (B) such transfer restrictions in this Section 2or distribution shall not involve a disposition for value. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the Lock-Up Period applicable to it.Period: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCoCayCo’s officers or directors, ; (B) any affiliates or family members of PubCoCayCo’s officers or directors, ; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the SPAC Insiders 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 affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the partners, members or equity holders of such Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the SponsorCayCo; (viii) 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 “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xiix) forfeitures of PubCo CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiix) 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 PubCo CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of PubCoCayCo’s shareholders having the right to exchange their PubCo CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xiiixi) 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 in the case of clauses (i) through (vi), ) such Permitted Transferees must enter into a written agreement with PubCo CayCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo CayCo may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo CayCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders is entitled to vote. (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 the expiration of the 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) the total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 2(b)The Holders hereby agree not to, each Holder agrees in favor during the period commencing from the Closing and through the one hundred and eightieth (180) day anniversary of PubCo that it shall not Transfer any the date of the Closing (the “Lock-Up Period”), sell, transfer to another or otherwise dispose of, in whole or in part, the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted Securities until the end or other securities, in cash or otherwise (any of the Lock-Up Period applicable to it.foregoing, a “Prohibited Transfer”). The foregoing sentence shall not apply to: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) PubCo’s officers the transfer of any or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders all of the Sponsor, the SPAC Insiders Restricted Securities by a bona fide gift 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 affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individualcharitable contribution, by gift to a member of the 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 the individual’s such Holders’ immediate family or an affiliate of such person or entityby operation of law, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, such as pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (vB) the entry, by the Holder, at transfer of any time after Closing or all of the transactions contemplated under Restricted Securities to any Permitted Transferee; (C) the Business Combination Agreement, establishment of any a trading plan providing for sale of shares of the Lock-Up Securities by the Holder, which trading plan meets the requirements of pursuant to Rule 10b5-1(c) 1 under the Exchange ActAct for the transfer of Restricted Securities; provided, provided however that such plan does not provide for, or permit, for the sale transfer of any Lock-Up Restricted Securities during the Lock-Up Period 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 business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (2) 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 undersigned or to the beneficiary of such trust, or (3) any transfer of the Restricted Securities in connection with a sale, merger or transfer of 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 reduction in beneficial ownership is required to be made by HoldCo or the undersigned, and provided further that no public announcement 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 equity incentive plans or filing is voluntarily made or required regarding arrangement to pay the exercise price of any options issued under any such plan or arrangement which expires during the Lock-Up Period; or (viG) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue any transfers of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) Restricted Securities made 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 “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 liquidationthird party tender offer, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof consolidation or other similar transaction which results made to all holders of HoldCo Common Stock involving a Change of Control (as defined below) of HoldCo, provided that, in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cashevent that such tender offer, securities merger, consolidation or other property subsequent similar transaction is not completed, the Holders’ Restricted Securities shall remain subject to the Closing Date; or (xiii) in connection with any legal, regulatory or other orderprovisions of this Agreement; provided, however, that in the case any of clauses cases (i) through (viA), (B) or (D), 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 PubCo HoldCo agreeing to be bound by the restrictions herein; provided, further, that in any of cases (A) or (B) such transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement distribution shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders not involve a disposition for any purposevalue. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all nothing in this Agreement prohibits the undersigned from exercising any options or warrants under any existing compensation or incentive plan of its rights as HoldCo to purchase HoldCo Common Stock (which exercises may be effected on a shareholder of PubCo with respect cashless basis to the Lock-Up Securities 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, except to the extent such securities are PubCo Ordinary Shares during the Lock-Up Periodwithheld by HoldCo to cover any federal, including the right to vote such Lock-Up Securities that such Holders is entitled to votestate and local withholding tax obligations.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to itsuch Holder. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor, any affiliates of the SPAC Insiders Sponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, affiliates or (DB) the Company Holders or any direct or indirect partners, members or equity holders of such Holderthe Company Holders, any affiliates of such Holder the Company Holders or any related investment funds or vehicles controlled or managed by such persons or entities Persons or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such person or entityPerson, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the partners, members or equityholders of such Holder by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreementorganizational documents, as amended from time 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 timea financial institution, upon dissolution including the enforcement of the Sponsorany such pledge by a financial institution; (viii) 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 thereofthe Company; (ix) as forfeitures of PubCo Common Shares pursuant to PubCo; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt exercise of shares upon vesting of restricted stock units granted pursuant to an equity incentive planoptions; (xix) as forfeitures of PubCo Ordinary Common Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiixi) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock share exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders having the right to exchange their PubCo Ordinary Common Shares for cash, securities or other property subsequent to the Closing Date; or (xiiixii) 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 PubCo the Company agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder securityholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders Holder is entitled to vote, 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 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 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) the total number of Lock-Up Shares or Lock-Up Warrants, 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 current and former officers and directors (the “Prior Agreement”) with respect to such Holder and such provisions of the Prior Agreement shall be of no further force or effect with respect to such Holder.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the Lock-Up Period applicable to it.Period: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCoCayCo’s officers or directors, ; (B) any affiliates or family members of PubCoCayCo’s officers or directors, ; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the SPAC Insiders 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 affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the partners, members or equity holders of such Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the SponsorCayCo; (viii) 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 “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xiix) forfeitures of PubCo CayCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiix) 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 PubCo CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of PubCoCayCo’s shareholders having the right to exchange their PubCo CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xiiixi) 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 PubCo CayCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo CayCo may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo CayCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders is entitled to vote. (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 the expiration of the 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) the total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCothe Holder’s officers or officers, directors, (B) any affiliates management committee members or family members of PubCo’s officers or directorsmembers, (Cii) to any direct or indirect partners, members or equity holders Affiliates 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 Holder, any affiliates of such Holder or any related investment funds Affiliates of Holder’s officers, directors, management committee members or vehicles controlled or managed by such persons or entities or their respective affiliatesmembers; (iiiii) in the case of an individualindividual referred to in (i) and (ii) above, by gift to a member of the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the 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 order, divorce settlement, divorce decree or separation agreementassets comprising the bond portfolio; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of New York or the Sponsor’s limited liability company agreementCayman Islands, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that in the case of clauses or (vi) 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) (i) through (vi), such ) these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 2(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 Second 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) Any Transfer that is made or attempted contrary to Notwithstanding the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize foregoing, if at any such transferee time the sale price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Securities as one of its equity holders for any purpose. In order Shares shall cease to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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. (de) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder or any of his, her or its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCosuch Holder’s officers or officers, directors, managers or management committee members; (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates Affiliates of such Holder or any related investment funds such Affiliate’s officers, directors, managers or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement committee members; (iiiii) in the case of an individualthat such Holder or any such Permitted Transferee is a natural person, by gift to a member of the individualsuch person’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of the individualsuch person’s immediate family or an affiliate of such person or entityImmediate Family, 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 the individualsuch person; (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, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Holder (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the Sponsor’s limited liability company agreement, as amended from time to time, organizational or governing documents of such Holder or such Permitted Transferee upon liquidation or dissolution of the Sponsorsuch Holder or such Permitted Transferee; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge 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 financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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) 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; (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 ordersuch Holder; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement with PubCo joinder agreeing to be bound by the transfer restrictions in become a party to this Section 2Agreement prior to or concurrently with such Transfer. (cb) Any 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 that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up PeriodPeriod (such restriction, including the right to vote such “Lock-Up Securities that such Holders is entitled to vote.Restriction”), except as permitted in accordance with the following:

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a3(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares other than unvested Earnout Shares (the “Nonforfeitable Lockup-Up Shares”) during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of the Holder (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the SponsorHolder’s limited liability company agreement, as amended from time to time, Governing Documents upon liquidation or dissolution of the SponsorHolder; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge other granting of a security interest in the Nonforfeitable 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, that such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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 Nonforfeitable Lock-Up Shares shall remain subject to the provisions of Section 3(b); or (x) 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; (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 orderHolder; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must shall enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 23 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 Lock-Up Period or (ii) any unvested Earnout Shares while such Earnout Shares remain unvested. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of During the Lock-Up Securities as one of its equity holders for Period, each certificate (if any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the are issued) evidencing any Lock-Up Securities until Shares shall be stamped or otherwise imprinted with a legend in substantially the end following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2024, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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 the Holder shall retain all of its rights as a shareholder of PubCo with respect to (i) the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled Shares and (ii) the Earnout Shares while they are subject to votevesting, including the right to vote any Earnout Shares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder or any of its respective 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 (the “Applicable Lock-Up Period”): (i) to (A) PubCosuch Holder’s officers or officers, directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, management committee members or equity holders of the Sponsor, the SPAC Insiders or members; (ii) to any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (DAffiliate(s) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds Affiliates of Holder’s officers, directors, management committee members or vehicles controlled or managed by such persons or entities or their respective affiliates; members; (iiiii) in the case of an individualindividual referred to in (i) or (ii) above, by gift to a member of the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; ; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in (i) or (ii) above and in relation to which such person has the case ability to direct the management assets comprising the bond portfolio; (v) by virtue of an individual, any binding law or order of a governmental entity or by virtue of such Holder’s organizational documents upon liquidation or dissolution of such Holder; (vi) pursuant to a qualified domestic relations orderbona fide tender offer, divorce settlementmerger, divorce decree consolidation or separation agreement; other similar transaction, in each case made to all holders of Irish Holdco Ordinary Shares, involving a change of Control (v) the entry, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination Agreement, of any trading plan including negotiating and entering into an agreement providing for sale any such transaction), or (vii) bona fide pledges 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, as security 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any bona fide mortgage, encumbrance borrowing or pledge to the incurrence of any indebtedness by a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereofHolder; (ix) to PubCo; (x) 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; (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, provided however, that in the case of clauses (i) through (vi), such these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 22(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 Applicable Lock-Up Period (the “Transfer Restriction”). (c) Any Transfer that is made or attempted contrary to During the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize Applicable Lock-Up Period, each certificate (if any such transferee of the are issued) evidencing any Lock-Up Securities as one shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” Promptly upon the Transfer Restriction ceasing to apply in respect of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the of Lock-Up Securities until in accordance with Section 2(b), the end of Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up PeriodSecurities, including issuing new certificates in respect of the relevant Lock-Up Securities. (d) For the avoidance of any doubt, each Holder shall retain all of its rights as a shareholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Applicable Lock-Up Period, including the right to vote such vote, and to receive any dividends and distributions in respect of, any Lock-Up Securities that such Holders is entitled to voteSecurities.

Lock-Up Provisions. (a) Subject to Section 2(b)1(b) and the other terms of this Agreement, each Holder Xxxxxx agrees in favor of PubCo that it shall not effectuate a Transfer any of the Restricted Securities that are held by the Holder during the period commencing from the Share Acquisition Closing Date until the 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 until solely to the end extent that the proceeds from such sale shall be used to satisfy the Holder’s tax obligations in respect of (i) Holding Ordinary Shares received by the Lock-Up Period applicable Holder, (ii) the 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 itForm: Exception to be included only for certain Key Company Shareholders. (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) permitted transferees, to (A) PubCo’s Holdings’ officers or directors, (B) any affiliates Affiliates or immediate family members of PubCo’s any of Holdings’ officers or directors, (C) any direct or indirect partners, members or equity holders of the SponsorHolder, 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 Affiliates of such the Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective 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 the individualHolder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person or entity, or to a charitable organization; , (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; , (ivv) in the case of an individual, pursuant to a qualified domestic relations order, order or in connection with a divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the Sponsor’s limited liability company agreement, as amended from time rights attaching to time, the equity interests in the Holder upon dissolution of the Sponsor; 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 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 or pledge to a financial institution institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; , (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the exercise Holder transfers interests in one or more of stock options, including through a “net” or “cashless” exerciseits portfolio of investments, or receipt any successor entity following a restructuring transaction of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; that Holder, (xi) forfeitures of PubCo Ordinary Shares to satisfy tax withholding requirements [upon the vesting occurrence of equity-based awards granted pursuant a Compliance Event, in which case, the Holder shall at any time be entitled to an equity incentive plan; Transfer all or a portion of their Restricted Securities]2, and [(xii) )] in connection with (but subject a transfer pursuant to the completion of) a bona fide liquidationthird party tender offer, merger, stock exchangeconsolidation, reorganizationliquidation, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof 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 PubCo’s shareholders the holders of Holdings Ordinary Shares having the right to exchange their PubCo Holdings Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xiii) in connection with any legal, regulatory or other orderconsummation of such transaction; provided, however, that in the case each of clauses (i) through (vixi[i]), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the same form of this Agreement, agreeing to be bound by the transfer restrictions 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 Holdings Ordinary Shares, such dividends will also be Restricted Securities subject to the terms of Section 1(a) of this Section 2Agreement. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Holdings shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Holdings may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED 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 the Holder shall retain all of its rights as a shareholder of PubCo Holdings with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to receive dividends and the right to vote such Lock-Up Securities that such Holders is entitled to voteany Restricted Securities.

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Lock-Up Holder agrees in favor of PubCo that it it, he or she shall not Transfer any Common Stock until 180 days after the completion of the Business Combination (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a11(a), each Holder or its respective Permitted Transferees may Transfer Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Securities during the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates affiliate or family members member of PubCoany of the Company’s officers or directors, (C) any 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 affiliate of such Holder, any affiliates of such Lock-Up Holder or any related investment funds or vehicles controlled or managed by member of such persons or entities or their respective affiliatesLock-Up Holder; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (viii) in connection with any bona fide mortgageeach such transferee, 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 “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 orderPermitted Transferee”); provided, however, that that, in the case of clauses (i) through (vi)each case, any such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions herein in this Section 211(c) and the other restrictions contained in this Agreement. (c) Any If any Transfer that not permitted under this Section 11 is made or attempted contrary to the provisions of this Agreement Agreement, such purported prohibited Transfer shall be null and void ab initio initio, and PubCo the Company 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 211(d), PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up 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 March 12, 2021, 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 shareholder stockholder of PubCo the Company with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares 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 11(e) upon the expiration of the applicable Lock-Up Securities that such Holders is entitled Period and (ii) cause its legal counsel, at the Company’s expense, to votedeliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under Section 11(f)(i).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a3(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares other than unvested Earnout Shares (the “Nonforfeitable Lockup-Up Shares”) during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of the Holder (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the SponsorHolder’s limited liability company agreement, as amended from time to time, Governing Documents upon liquidation or dissolution of the SponsorHolder; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge other granting of a security interest in the Nonforfeitable 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, that such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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 Nonforfeitable Lock-Up Shares shall remain subject to the provisions of Section 3(b); or (x) 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; (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 orderHolder; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must shall enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 23 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 Lock-Up Period or (ii) any unvested Earnout Shares while such Earnout Shares remain unvested. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of During the Lock-Up Securities as one of its equity holders for Period, each certificate (if any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the are issued) evidencing any Lock-Up Securities until Shares shall be stamped or otherwise imprinted with a legend in substantially the end following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF 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 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 the Holder shall retain all of its rights as a shareholder of PubCo with respect to (i) the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled Shares and (ii) the Earnout Shares while they are subject to votevesting, including the right to vote any Earnout Shares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Holder agrees in favor of PubCo that it shall not to Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod. (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 2(a), each shall not apply to the following, provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company or its respective Permitted Transferees may Transfer the Lock-Up Securities during Sponsor that are consistent with the Lock-Up Period foregoing or that are necessary to give further effect thereto: (i) to (A) PubCo’s officers a Transfer as a bona fide gift or directors, (B) any affiliates gifts or family members of PubCo’s officers or directors, (C) any 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 affiliatescharitable contribution, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; 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 the individualHolder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such person or entityPerson, or to a charitable organization; (iiiC) in the case of an individual, by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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; (iii) in the case of an entity, 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 or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations orderTransfers by virtue of applicable laws, divorce settlementincluding bankruptcy laws, divorce decree or separation agreement; 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 entrycase of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) 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 exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such Common Shares, it being understood that all Common Shares received upon such exercise, vesting or 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 service to the Company; (ix) the establishment, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination AgreementClosing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for sale of shares the transfer of the Lock-Up Securities by the HolderSecurities; provided, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Acthowever, 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.;

Lock-Up Provisions. (a) Subject to Section 2(b)1(b) and the other terms of this Agreement, each Holder Xxxxxx agrees in favor of PubCo that it shall not effectuate a Transfer of the Restricted Securities that are held by the Holder during the period ending on the earlier of (i) 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 Holdings completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of Holdings’ stockholders having the right to exchange their Holdings Common Shares for cash, securities or other property (in each case, the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) permitted transferees, to (A) PubCo’s Holdings’ officers or directors, (B) any affiliates Affiliates or immediate family members of PubCo’s any of Holdings’ officers or directors, (C) any 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 Holder, any affiliates Affiliates of such the Holder or any related investment funds or vehicles controlled or managed by employees of such persons or entities or their respective affiliates; 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 the individualHolder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person or entity, or to a charitable organization; , (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; , (ivv) in the case of an individual, pursuant to a qualified domestic relations order, order or in connection with a divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the Sponsor’s limited liability company agreement, as amended from time rights attaching to time, the equity interests in the Holder upon dissolution of the Sponsor; 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 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 or pledge to a financial institution institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; , (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the exercise Holder transfers interests in one or more of stock options, including through a “net” or “cashless” exerciseits portfolio of investments, or receipt any successor entity following a restructuring transaction of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; that Holder, and (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 a transfer pursuant to the completion of) a bona fide liquidationthird party tender offer, merger, stock exchangeconsolidation, reorganizationliquidation, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof 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 PubCo’s shareholders the holders of Holdings Common Shares having the right to exchange their PubCo Ordinary Holdings Common Shares for cash, securities or other property subsequent to the Closing Date; or (xiii) in connection with any legal, regulatory or other order; consummation of such transaction; provided, however, that in the case each of clauses (i) through (vixi), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the same form of this Agreement, agreeing to be bound by the transfer restrictions 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 Holdings Common Shares, such dividends will also be Restricted Securities subject to the terms of Section 1(a) of this Section 2Agreement. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Holdings shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Holdings may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED 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 the Holder shall retain all of its rights as a shareholder of PubCo Holdings with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to receive dividends and the right to vote such Lock-Up Securities that such Holders is entitled to voteany Restricted Securities. (f) For the purposes of this Section 1, “

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Lock-Up Holder agrees in favor of PubCo that it it, he or she shall not Transfer any Common Stock until 180 days after the completion of the Acquisition (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a10(a), each Holder or its respective Permitted Transferees may Transfer Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Securities during the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates affiliate or family members member of PubCoany of the Company’s officers or directors, (C) any 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 affiliate of such Holder, any affiliates of such Lock-Up Holder or any related investment funds or vehicles controlled or managed by member of such persons or entities or their respective affiliatesLock-Up Holder; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (viii) in connection with any bona fide mortgageeach such transferee, 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 “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 orderPermitted Transferee”); provided, however, that that, in the case of clauses (i) through (vi)each case, any such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions herein in this Section 210(b) and the other restrictions contained in this Agreement. (c) Any If any Transfer that not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement Agreement, such purported prohibited Transfer shall be null and void ab initio initio, and PubCo the Company 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 210(c), PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up 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 APRIL 5, 2021, 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 shareholder stockholder of PubCo the Company with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares 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 lock-up legend in Section 10(d) upon the expiration of the applicable Lock-Up Securities that such Holders is entitled Period and (ii) cause its legal counsel, at the Company’s expense, to votedeliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under this Section 10(e).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each the Holder or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Holder’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; (ivv) in the case of any such Permitted Transferee being an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of the Holder (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the SponsorHolder’s limited liability company agreement, as amended from time to time, Governing Documents upon liquidation or dissolution of the SponsorHolder; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge 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 the Holder (provided, that such borrowing or incurrence of indebtedness is secured by a financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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) 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; (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 orderHolder; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must shall enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 22 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 Lock-Up Period. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of During the Lock-Up Securities as one of its equity holders for Period, each certificate (if any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the are issued) evidencing any Lock-Up Securities until Shares shall be stamped or otherwise imprinted with a legend in substantially the end following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” 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) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCoAddimmune’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreementState of Delaware, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as amended from time 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 time, an aggregate of [ ● ]3 ([ ● ]) Lock-Up Shares upon dissolution the date on which the closing price of the SponsorAcquiror Common Stock exceeds $12.00 for any fifteen (15) Trading Days within any consecutive thirty (30) Trading Day period; and (viiiii) in connection with any bona fide mortgage, encumbrance or pledge to on the date on which Addimmune completes 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 “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, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all of PubCopost-merger Addimmune’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; or (xiii) 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 PubCo agreeing to be bound by the transfer restrictions in this Section 2all Lock-Up Shares. (c) Any 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 that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Addimmune shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo Addimmune may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (de) During the applicable Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” (f) For the avoidance of any doubt, each Holder the Stockholder shall retain all of its rights as a shareholder stockholder of PubCo Addimmune with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares, if applicable.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) a. Notwithstanding the provisions set forth in Section 2(a2(b) and Section 2(c), each Holder below, the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares: i. during the Lock-Up Period (i) to (A) PubCo’s its officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by bona fide gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; or (ivv) in the case of an individual, pursuant to a qualified domestic relations order, order or a negotiated divorce settlement, divorce decree or separation agreement; (v) the entryin each case, 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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 any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the completion of) a bona fide same extent as the Stockholder; and ii. following such time that the Company completes any liquidation, merger, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all stockholders of PubCo’s shareholders the Surviving Corporation having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent to property. b. The Stockholder hereby agrees that, during the Closing Date; or (xiiiInitial Lock-Up Period, other than as permitted in Section 2(a) in connection with hereof, it shall not, and shall cause any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi), such its Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2not 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%) Any of the aggregate Lock-Up Shares in any calendar month. d. If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo the Company shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. e. During the Lock-Up Period, each certificate (dif any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 2024, BY AND AMONG 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.” For the avoidance of any doubt, each Holder the Stockholder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Holder agrees in favor of PubCo that it shall (i) not to Transfer any Lock-Up Securities until the end of applicable the Lock-Up Period applicable and (ii) that it shall not exercise any of its rights, if any, under Section 2.2 of the Registration Rights Agreement until the restrictions set forth in Section 2(a)(i) of this Agreement no longer apply to itany of such Holder’s Lock-Up Securities. (b) Notwithstanding Section 2(a)(i), the provisions restrictions set forth in Section 2(a)2(a)(i) shall not apply to the following, each provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company or its respective Permitted Transferees may Transfer the Lock-Up Securities during Sponsor that are consistent with the Lock-Up Period foregoing or that are necessary to give further effect thereto: (i) to (A) PubCo’s officers a Transfer as a bona fide gift or directors, (B) any affiliates gifts or family members of PubCo’s officers or directors, (C) any 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 affiliatescharitable contribution, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; 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 the individualHolder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such person or entityPerson, or to a charitable organization; (iiiC) in the case of an individual, by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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; (iii) in the case of an entity, 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 or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations orderTransfers by virtue of applicable laws, divorce settlementincluding bankruptcy laws, divorce decree or separation agreement; 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 entrycase of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) 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 exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such Ordinary Shares, it being understood that all Ordinary Shares received upon such exercise, vesting or 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 service to the Company (or applicable subsidiary); (ix) Transfers to the Company or any direct or indirect subsidiary of the Company without consideration or for only nominal consideration; (x) 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, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination AgreementClosing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for sale of shares the transfer 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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 orderSecurities; provided, however, that such plan complies with the restrictions set forth in Section 2(a)(i) hereof; provided, however, that (A) in the case of clauses (iii) through and (viiii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), such Permitted Transferees must (iii) and (iv), it shall be a condition to the Transfer or distribution that each applicable permitted transferee, 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 PubCo executed by such permitted transferee shall expressly refer only to the 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 set forth in this Section 2.Agreement (c) Any purported Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio initio, and PubCo 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 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities acknowledges and agrees that are PubCo Ordinary Shares during the Lock-Up Period, including stop transfer orders shall be placed against the right to vote such Lock-Up Securities and each certificate or book entry position statement evidencing Lock-Up Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [•], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE SECURITY 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.” (d) Notwithstanding anything to the contrary in this Section 2, (i) to the extent a Holder reasonably expects to incur a Tax obligation as a result of the Transactions, then, upon presentation of satisfactory evidence of such obligation to the Company, at the Company’s sole discretion, such Holder shall be permitted to Transfer for value a sufficient number of Lock-Up Securities to satisfy such Tax obligation and, upon the determination of the Company that such a Transfer is otherwise permitted by applicable Law, the Company shall instruct its transfer agent to permit such Transfer notwithstanding this Section 2 or any stop transfer restrictions hereunder, and (ii) except as permitted in the immediately preceding clause (i), to the extent any Holder is granted a release or waiver from the restrictions contained in this Section 2 prior to the expiration of the Lock-Up Period, then all Holders shall be automatically granted a release or waiver from the restrictions contained in this Section 2 to the same extent, on substantially the same terms as and on a pro rata basis with, the Holder to which such release or waiver is entitled to votegranted.

Lock-Up Provisions. (a) Subject to Section 2(b), each The Holder agrees in favor of PubCo that it shall not effectuate a Transfer 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) 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 Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itup Period”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Pubco Ordinary Shares that are held by the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (and that have complied with this Section 1(b)) are permitted (i) to (A) PubCoPubco’s officers or directors, (B) any affiliates Affiliates or immediate family members of PubCoany of Pubco’s officers or directors, (C) any direct or indirect partners, members or equity holders of the SponsorHolder, 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 Affiliates of such the Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the individualHolder’s immediate family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the Sponsor’s limited liability company agreement, as amended from time rights attaching to time, the equity interests in the Holder upon dissolution of the SponsorHolder, (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 options or warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in connection with any bona fide mortgage, pledge or 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 “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, that in the case of clauses (i) through (viiv), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the form of this Agreement, agreeing to be bound by the transfer restrictions terms of the Lock-up Period. If dividends are declared and payable in this Section 2Pubco Ordinary Shares, such dividends will also be subject to the Lock-up Period. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Pubco shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Pubco may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST 26, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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 the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote any Restricted Securities. (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such Lock-Up Securities that transaction is to be settled by delivery of such Holders is entitled securities, in cash or otherwise, or (c) public announcement of any intention to voteeffect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the applicable Lock-Up Period applicable with respect to it.such Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates or family members of PubCothe Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor, the SPAC Insiders Sponsor or Sponsor Key Holders or any 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 such Holderthe SoFi Holders, any affiliates of such Holder the SoFi Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the partners, members or equity holders of such Holder by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreementcertificate of incorporation or bylaws, as amended from time to time, upon dissolution of the Sponsoramended; (viiivii) 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; (ixviii) to PubCothe Company; (xix) 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; (xix) forfeitures of PubCo Ordinary Shares shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiixi) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xiiixii) 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 PubCo the Company agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders is entitled to vote. (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 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 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) the 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, dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s current and former officers and directors (the “Insider Letter”), which provision in Section 7 of the Insider Letter shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 2(b)1(b) and the other terms of this Agreement, each Holder Xxxxxx agrees in favor of PubCo that it shall not effectuate a Transfer of the Restricted Securities that are held by the Holder during the period ending on the earlier of (i) 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 Holdings completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of Holdings’ stockholders having the right to exchange their Holdings Common Shares for cash, securities or other property (in each case, the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (i) in the case of the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) permitted transferees, to (A) PubCo’s Holdings’ officers or directors, (B) any affiliates Affiliates or immediate family members of PubCo’s any of Holdings’ officers or directors, (C) any 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 Holder, any affiliates Affiliates of such the Holder or any related investment funds or vehicles controlled or managed by employees of such persons or entities or their respective affiliates; 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 the individual’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a member of one of the individual’s immediate family or family, an affiliate Affiliate of such person or entity, or to a charitable organization; , (iiix) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; individual and (ivxi) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree order or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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 orderdivorce settlement; provided, however, that in the case each of clauses (i) through (vixi), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the same form of this Agreement, agreeing to be bound by the transfer terms of the applicable restrictions 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 Holdings Common Shares, such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Section 2Agreement. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Holdings shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Holdings may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the applicable Lock-Up Period. (d) During the applicable Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED 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 the Holder shall retain all of its rights as a shareholder of PubCo Holdings with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the applicable Lock-Up Period, including the right to receive dividends and the right to vote such Lock-Up Securities that such Holders is entitled to voteany Restricted Securities. (f) For the purposes of this Section 1, “

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Holder agrees in favor of PubCo that it shall not to Transfer any Lock-Up Securities Shares until the end of the Lock-Up Period applicable to itPeriod. (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period shall not apply to: (i) to (A) PubCo’s officers as a bona fide gift or directors, (B) any affiliates gifts or family members of PubCo’s officers or directors, (C) any 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 affiliatescharitable contribution, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; 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 the individualHolder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such person or entityPerson, or to a charitable organization; (iiiC) in the case of an individual, by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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; (iii) in the case of an entity, 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 or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations orderTransfers by virtue of applicable laws, divorce settlementincluding bankruptcy laws, divorce decree or separation agreement; 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 entrycase of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) 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 exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or 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 service to TopCo; (ix) the establishment, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination AgreementClosing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for sale of shares the transfer of the Lock-Up Securities by the HolderShares; provided, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Acthowever, provided however that such plan does not provide for, or permit, the sale of any Lock-Up Securities 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; ; (vix) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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; (ix) to PubCo; (x) 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; or (xi) forfeitures of PubCo Ordinary Shares Transfers to satisfy tax withholding requirements upon TopCo, the vesting of equity-based awards granted pursuant to an equity incentive plan; (xii) in connection with (but subject to Company or the completion of) a bona fide liquidationSponsor, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof their respective officers 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 orderdirectors; provided, however, that (A) in the case of clauses (iii) through and (viiii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (ii), such Permitted Transferees must (iii) and (iv), it shall be a condition to the Transfer or distribution that each applicable permitted transferee, 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 PubCo executed by such permitted transferee shall expressly refer only to the 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 set forth in this Section 2Agreement. (c) Any purported Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio initio, and PubCo TopCo shall refuse to recognize any such purported transferee of the Lock-Up Securities 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 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities acknowledges and agrees that are PubCo Ordinary Shares during the Lock-Up Period, including stop transfer orders shall be placed against the right to vote such Lock-Up Securities that such Holders is entitled Shares and each certificate or book entry position statement evidencing Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to voteany other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED TXXXXXX. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Lock-Up Provisions. (a) Subject The Holder hereby agrees not to Section 2(bTransfer any Ordinary Shares (including Ordinary Shares issued or issuable upon the exercise or conversion of the Options or Warrants), each Options and Warrants that are held by the Holder agrees during the period commencing from the Second Closing and ending on the earlier of (a) 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 (as 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 Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in favor all of PubCo that it shall not Transfer any Pubco’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the 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 or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (that have complied with this Section 1(b)), are permitted (i) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesthe Holder; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entityperson, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of 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, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that these permitted transferees (other than transferees in the case respect of clauses (iSection 1(b)(iv)) through (vi), such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2herein. (c) Any The Holder further acknowledges and agrees that it shall not be permitted to conduct any Transfer that (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 is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Pubco shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Pubco may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up PeriodPeriod or the release of the Escrow Shares, as applicable. (de) During the Lock-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 book entry evidencing any Restricted Securities shall include appropriate restrictions to reflect the fact that the Restricted Securities are subject to the restrictions on Transfer set forth in this Agreement. (f) For the avoidance of any doubt, each the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up PeriodPeriod and until the release of the Escrow Shares, as applicable, including the right to vote any Restricted Securities. (g) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such Lock-Up Securities that transaction is to be settled by delivery of such Holders is entitled securities, in cash or otherwise, or (c) public announcement of any intention to voteeffect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities during Shares during, as applicable, the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares (i) to (A) PubCoTLGY’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; (viii) Stockholder, in connection with any bona fide mortgageeach case, 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 “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 any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the completion ofsame 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 bona fide liquidation, merger, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all of PubCo’s shareholders post-merger TLGY stockholders having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; or (xiii) 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 PubCo agreeing to be bound by the transfer restrictions in this Section 2all Lock-Up Shares. (c) Any 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 that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo TLGY shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo TLGY may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up PeriodPeriod for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable. (de) During the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” (f) For the avoidance of any doubt, each Holder the Stockholder shall retain all of its rights as a shareholder of PubCo TLGY with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up PeriodPeriod for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) a. Notwithstanding the provisions set forth in Section 2(a2(b) and Section 2(c), each Holder below, the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares: i. during the Lock-Up Period (i) to (A) PubCo’s its officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by bona fide gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; or (ivv) in the case of an individual, pursuant to a qualified domestic relations order, order or a negotiated divorce settlement, divorce decree or separation agreement; (v) the entryin each case, 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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 any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the completion of) a bona fide same extent as the Stockholder; and ii. following such time that the Company completes any liquidation, merger, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all stockholders of PubCo’s shareholders the Surviving Corporation having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent to property. b. The Stockholder hereby agrees that, during the Closing Date; or (xiiiInitial Lock-Up Period, other than as permitted in Section 2(a) in connection with hereof, it shall not, and shall cause any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi), such its Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2not 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%) Any of the aggregate Lock-Up Shares in any calendar month. d. If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo the Company shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. e. During the Lock-Up Period, each certificate (dif any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF OCTOBER [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” For the avoidance of any doubt, each Holder the Stockholder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject The Holder hereby agrees not to Section 2(bTransfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), each Holder agrees during the period commencing from Subsequent Merger Effective Time and ending on the earlier of (a) six (6) months after the Subsequent Merger Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in favor all of PubCo that it shall not Transfer any the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Securities until the end Period”). Any discretionary waiver or termination of the Lock-Up Period applicable restrictions of any or all of such agreements by the Parent shall apply pro rata to itall 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 2(a1(a), each Transfers of the Restricted Securities that are held by the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period are permitted (ia) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesthe Holder; (iib) in the case of an individual, transfers by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person or entityperson, or to a charitable organization; (iiic) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ve) to the entry, by the Holder, at Parent or any time after Closing of its Affiliates or upon exercise of the transactions contemplated under Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the Business Combination Agreementequity incentive plans, “early exercise” documents or other arrangements of any trading plan providing the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for sale of all outstanding 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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 liquidationParent, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof 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 results in all the Holder may agree to transfer, sell, tender or otherwise dispose of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities Restricted Securities or other property subsequent to the Closing Date; or (xiii) such securities in connection with such transaction, or vote any legal, regulatory Restricted Securities or other ordersuch securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that in the case any of these permitted transferees (other than a permitted transferee under clauses (ie) through and (vif), such Permitted Transferees ) must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purposeherein. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder doubt the restrictions set forth herein shall retain all of its rights as a shareholder of PubCo with respect not apply to the Lock-Up Securities that are PubCo Ordinary Shares during exercise of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean shall mean the Lock-Up PeriodTransfer (whether by tender offer, including merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the right to vote Parent’s voting securities if, after such Lock-Up Securities that transfer, such Holders is entitled to voteperson or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder Sponsor Member or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares held by him, her or it during the Lock-Up Period Period: (i) to (A) PubCosuch Sponsor Member’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the individualsuch person’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of the individualsuch person’s immediate family or an affiliate of such person or entityImmediate Family, 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 the individualsuch person; (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, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Sponsor Member (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the Sponsor’s limited liability company agreement, as amended from time to time, organizational or governing documents of such Sponsor Member or such Permitted Transferee upon liquidation or dissolution of the Sponsorsuch Sponsor Member or such Permitted Transferee; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge 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 financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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) 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; (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 ordersuch Sponsor Member; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement with PubCo joinder agreeing to be bound by 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 transfer restrictions Lock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in this Section 2accordance with the following: (i) on the date that is six months following the Closing Date, 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 6-Month Lock-Up Shares”; (ii) on the date 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) Any Transfer that is made During the Lock-Up Period, the Lock-Up Shares (whether issued in electronic or attempted contrary certificated form) shall 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 SPONSOR LOCK-UP AGREEMENT, DATED AS OF OCTOBER 21, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE OTHER 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 provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee expiration of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions Restriction with respect to the any Lock-Up Securities until Shares, Pubco shall take all reasonable steps required to remove such legend from the end of the certificates evidencing such Lock-Up PeriodShares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares. (d) For the avoidance of any doubt, each Holder Sponsor Member shall retain all of his, her or its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares held by such Sponsor Member during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder or any of its respective 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 (the “Applicable Lock-Up Period”): (i) to (A) PubCosuch Holder’s officers or officers, directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, management committee members or equity holders of the Sponsor, the SPAC Insiders or members; (ii) to any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (DAffiliate(s) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds Affiliates of Holder’s officers, directors, management committee members or vehicles controlled or managed by such persons or entities or their respective affiliates; members; (iiiii) in the case of an individualindividual referred to in (i) or (ii) above, by gift to a member of the such individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person or entity, 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 the such individual; ; (iv) any personalized portfolio bond issued by an insurance company that is beneficially owned by any individual referred to in (i) or (ii) above and in relation to which such person has the case ability to direct the management assets comprising the bond portfolio; (v) by virtue of an individual, any binding law or order of a governmental entity or by virtue of such Holder’s organizational documents upon liquidation or dissolution of such Holder; (vi) pursuant to a qualified domestic relations orderbona fide tender offer, divorce settlementmerger, divorce decree consolidation or separation agreement; other similar transaction, in each case made to all holders of Irish Holdco Ordinary Shares, involving a change of Control (v) the entry, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination Agreement, of any trading plan including negotiating and entering into an agreement providing for sale any such transaction), or (vii) bona fide pledges 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, as security 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) collateral in connection with any bona fide mortgage, encumbrance borrowing or pledge to the incurrence of any indebtedness by a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereofHolder; (ix) to PubCo; (x) 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; (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, provided however, that in the case of clauses (i) through (vi), such these Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions provisions set forth in this Section 22(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 Applicable Lock-Up Period (the “Transfer Restriction”). (c) Any Transfer that is made or attempted contrary to During the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize Applicable Lock-Up Period, each certificate (if any such transferee of the are issued) evidencing any Lock-Up Securities as one shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF DECEMBER 22, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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.” Promptly upon the Transfer Restriction ceasing to apply in respect of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the of Lock-Up Securities until in accordance with Section 2(b), the end of Company shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up PeriodSecurities, including issuing new certificates in respect of the relevant Lock-Up Securities. (d) For the avoidance of any doubt, each Holder shall retain all of its rights as a shareholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Applicable Lock-Up Period, including the right to vote such vote, and to receive any dividends and distributions in respect of, any Lock-Up Securities that such Holders is entitled to voteSecurities.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions exceptions set forth in Section 2(a)herein, each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the Company Board, Transfer any Company Ordinary Shares held or beneficially owned by such Company Shareholder as of the Closing (the “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) The restrictions set forth in Section 5.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) PubCosuch entity’s officers or officers, directors, (B) any affiliates or family members of PubCoany of such entity’s officers or directors, (C) any 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 entity or their respective affiliates, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder entity, including to funds affiliated with Vista Holdings and to limited partners of funds affiliated with Vista Holdings or any related investment funds affiliates thereof, or vehicles controlled or managed by any employees of such persons or entities or their respective affiliates; ; (ii) in the case of an individual, Transfers by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or family, an affiliate of such person or entity, or to a charitable organization; ; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; ; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (v) Transfers by private sales or Transfers made in connection with the entryClosing at prices no greater than the price at which the Locked-Up Shares were originally purchased; (vi) in the case of an entity, Transfers by virtue of such entity’s Organizational Documents upon liquidation or dissolution of such entity; (vii) Transfers to the Holder, at Company for no value for cancellation in connection with the Closing; (viii) Transfers of any time after Closing Company Ordinary Shares acquired as part of any PIPE Financing; (ix) pledges of any Locked-Up Shares held by such Company Shareholder to a 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 control the exercise of the transactions contemplated under voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (x) Transfers made after the Business Combination Agreementdate on which the closing price of the 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 any a trading plan providing for sale of shares of the Lock-Up Securities by the Holder, which trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange ActAct (a “Trading Plan”); provided, provided however however, that such plan does not provide for, or permit, the sale no sales of any LockLocked-Up Securities Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the Lock-Up Period period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; ; (vixii) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) Transfers made 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 “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 share exchange or other similar transaction which that results in all of PubCothe Company’s shareholders having the right to exchange their PubCo Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or ; (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 connection with 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 legal, regulatory successor or other orderprovision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any 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 (viiv), such Permitted Transferees (vi) and (xi) these permitted transferees must enter into a written agreement with PubCo agreement, in substantially the form of this Agreement, agreeing to be bound by the transfer restrictions Lock-Up Restrictions and shall have the 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 this Section 2Rule 405 under the Securities Act of 1933, as amended. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder Company Shareholder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares Company during the Lock-Up PeriodPeriod with respect to Subject Shares it owns, including the right to vote any Locked-Up Shares. (d) In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares, are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Securities that such Holders is entitled to voteRestrictions.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities up Shares during the any Lock-Up up Period (i) to (A) PubCothe Company’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; Stockholder or (viiivi) in connection with any bona fide mortgagesales, encumbrance or pledge the proceeds of which will be applied solely to a financial institution cover applicable taxes owed by the holder thereof in connection with any bona fide loan or debt transaction or enforcement thereunderthe issuance of equity awards from the Company, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock optionsin each case, including through a “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) any such transferee signing 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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions in this Section 2same extent as the Stockholder. (cb) Any The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for Shares during any purpose. In order to enforce this Section 2Lock-Up Period (the “Transfer Restriction”), PubCo may impose stop-transfer instructions except in accordance with the following: (i) with respect to the 5,459,598.33 (five million four hundred fifty-nine thousand five hundred ninety eight and one-third) Lock-Up Securities until Shares (the end “First Tranche”), no Transfer Restrictions shall apply to the First Tranche after the expiration of the First Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.;

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Lock‑Up Holder agrees in favor of PubCo that it it, he or she shall not Transfer any Lock-Up Securities Common Stock until the end 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 Lock-Up Period applicable Company’s stockholders having the right to itexchange 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 2(a10(a), each Holder Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock‑Up Holders or its respective any of their Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (that have complied with this Section 10), are permitted (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates affiliate or family members member of PubCoany of the Company’s officers or directors, (C) any 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 affiliate of such Holder, any affiliates of such Lock‑Up Holder or any related investment funds or vehicles controlled or managed by member of such persons or entities or their respective affiliatesLock‑Up Holder; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) in the entrycase of a corporation, by the Holderlimited liability company, at any time after Closing partnership, trust or other entity, transfers to its stockholders, members, partners or trust beneficiaries as part 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 fora distribution, or permitto any corporation, the sale of any Lock-Up Securities during the Lock-Up Period and no public announcement partnership or filing other entity that is voluntarily made or required regarding such plan during the Lock-Up Period; its affiliate, (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsora Lock‑Up Holder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the Sponsor; such Lock‑Up Holder (viii) in connection with any bona fide mortgageeach such transferee, 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 “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 orderPermitted Transferee”); provided, however, that that, in the case of clauses (i) through (vi)each case, any such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions herein in this Section 210(b) and the other restrictions contained in this Agreement. (c) Any If any Transfer that not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement Agreement, such purported prohibited Transfer shall be null and void ab initio initio, and PubCo the Company 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 210(c), PubCo the Company may impose stop-transfer stop‑transfer instructions with respect to the Lock-Up Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up 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, 2023, 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 shareholder stockholder of PubCo the Company with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares it holds during the Lock-Up Lock‑Up Period, including the right to vote any such Lock-Up Restricted Securities that such Holders is 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) Subject to Section 2(b), each Each Holder agrees in favor of PubCo that it shall not to Transfer any Lock-Up Securities Shares until the end of the Lock-Up Period applicable Period. 2 Note to itDraft: Above Food holders (other than those holders listed on Schedule A-2, collectively referred to herein as the “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 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period shall not apply to: (i) to (A) PubCo’s officers as a bona fide gift or directors, (B) any affiliates gifts or family members of PubCo’s officers or directors, (C) any 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 affiliatescharitable contribution, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; 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 the individualHolder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such person or entityPerson, or to a charitable organization; (iiiC) in the case of an individual, by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder or (D) 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; (iii) in the case of an entity, 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 or under common control with the Holder or Affiliates of the Holder or who shares a common investment advisor with the Holder, or (B) as part of a distribution to members, partners, shareholders or equity holders of the Holder; (iv) in the case of an individualentity, pursuant to a qualified domestic relations orderTransfers by virtue of applicable laws, divorce settlementincluding bankruptcy laws, divorce decree or separation agreement; 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 entrycase of an entity that is a trust, Transfer to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vi) 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 exercise of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of TopCo Common Shares, it being understood that all shares of TopCo Common Shares received upon such exercise, vesting or 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 service to TopCo; (ix) the establishment, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination AgreementClosing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for sale of shares the transfer of the Lock-Up Securities by the HolderShares; provided, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Acthowever, provided however that such plan does not provide for, or permit, the sale of any Lock-Up Securities 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; ; (vix) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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; (ix) to PubCo; (x) 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; or (xi) forfeitures of PubCo Ordinary Shares Transfers to satisfy tax withholding requirements upon TopCo, the vesting of equity-based awards granted pursuant to an equity incentive plan; (xii) in connection with (but subject to Company or the completion of) a bona fide liquidationSponsor, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof their respective officers 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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.directors;

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities up Shares during the any Lock-Up up Period (i) to (A) PubCo10X’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; Stockholder or (viiivi) in connection with any bona fide mortgagesales, encumbrance or pledge the proceeds of which will be applied solely to a financial institution cover applicable taxes owed by the holder thereof in connection with any bona fide loan or debt transaction or enforcement thereunderthe issuance of equity awards from the Company, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock optionsin each case, including through a “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) any such transferee signing 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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions in this Section 2same extent as the Stockholder. (cb) Any The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for Shares during any purpose. In order to enforce this Section 2Lock-Up Period (the “Transfer Restriction”), PubCo may impose stop-transfer instructions except in accordance with the following: (i) with respect to the [ ● ]2 ([ ● ]) Lock-Up Securities until Shares (the end “First Tranche”), no Transfer Restrictions shall apply to the First Tranche after the expiration of the First Lock-Up Period.; (dii) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Second Lock-Up Period, including the right Transfer Restriction shall expire with respect to vote such an additional [ ● ]3 ([ ● ]) Lock-Up Securities 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 such Holders is entitled commences at least six (6) months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to vote.the First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the Lock-Up Period applicable to itPeriod. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period Period: (i) to (A) PubCothe Company’s or the Sponsor’s officers or directors, (B) any affiliates Affiliates or family members of PubCothe Company’s or the Sponsor’s officers or directors, (C) in the case of the Sponsor or Sponsor Key Holders, any direct or indirect partners, members or equity holders of the Sponsor, the SPAC Insiders Sponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliatesAffiliates, or (D) any direct or indirect partners, members or equity holders of such Holder, any affiliates Affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities Persons or their respective affiliatesAffiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family spouse, domestic partner, parent, sibling, child or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate grandchild of such Holder or any other natural person with whom such Holder has a relationship by blood, marriage or entityadoption not more remote than first cousin, 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 the individual; (ivv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) in the case of the Sponsor or Sponsor Key Holders, to the partners, members or equity holders of such Holder by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) in connection with any bona fide mortgage, encumbrance encumbrance, pledge or pledge other grant of a security interest in Lock-Up Shares to a one or more financial institution or lending institutions as collateral or security for or in connection with any bona fide loan loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by Holder or any of its Affiliates, including or any refinancings thereof, and any transfers of such Lock-Up Shares upon foreclosure thereofthereof 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 establishment of a trading plan pursuant to PubCoRule 10b5-1 promulgated under the 1934 Act; provided, however, that 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 stock options, including through options to purchase shares of Parent Common Stock or the vesting of Parent stock-based awards; (xii) in payment on a “netnet exercise” or “cashless” exercise, basis of the exercise or receipt purchase price with respect to the exercise of options to purchase shares upon vesting of restricted stock units granted pursuant to an equity incentive planParent Common Stock; (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; (xiixiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xiiixiv) 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 PubCo the Company agreeing to be bound by the transfer restrictions in this Section 2; or (xv) 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 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 clause (xv). (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders Holder is entitled to vote. (e) If any Holder is granted a release or waiver from (i) 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 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 rounded down to the nearest whole security equal to (A) the total percentage of Lock-Up Shares (or “Lock-up Shares” as defined in the bylaws of the Company) held by the Triggering Holder immediately following the consummation 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) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities Shares until the end of the applicable Lock-Up Period applicable with respect to it.such Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates or family members of PubCothe Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor, the SPAC Insiders Sponsor or Sponsor Key Holders or any 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 such Holderthe SoFi Holders, any affiliates of such Holder the SoFi Holders or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the partners, members or equity holders of such Holder by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreementcertificate of incorporation or bylaws, as amended from time to time, upon dissolution of the Sponsoramended; (viiivii) 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; (ixviii) to PubCothe Company; (xix) 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; (xix) forfeitures of PubCo Ordinary Shares shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiixi) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board Board of directors Directors of PubCo the Company or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xiiixii) 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 PubCo the Company agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder stockholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such any Lock-Up Securities Shares that such Holders is entitled to vote. (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 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 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) the 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, dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s current and former officers and directors (the “Insider Letter”), which provision in Section 7(a) of the Insider Letter shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder Sponsor Member or any of its respective Permitted Transferees may Transfer any or all of the Lock-Up Securities Shares held by him, her or it during the Lock-Up Period Period: (i) to (A) PubCosuch Sponsor Member’s officers or officers, directors, (B) any affiliates managers or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliatesmanagement 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 the individualsuch person’s immediate family Immediate Family or to a trust, the beneficiary of which is such person or a member of the individualsuch person’s immediate family or an affiliate of such person or entityImmediate Family, 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 the individualsuch person; (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, divorce settlement, divorce decree or separation agreement; (v) the 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 any partners (general or limited), members, shareholders or holders of similar Equity Securities of such Sponsor Member (or, in each case, its nominee or custodian custodian) or any of a Person to whom a Transfer would be permitted under clauses (i) through (v) abovetheir respective Affiliates; (vii) by virtue of the laws of Cayman Islands applicable Law or the Sponsor’s limited liability company agreement, as amended from time to time, organizational or governing documents of such Sponsor Member or such Permitted Transferee upon liquidation or dissolution of the Sponsorsuch Sponsor Member or such Permitted Transferee; (viii) in connection with any bona fide mortgagepledge, encumbrance hypothecation or pledge 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 financial institution in connection with any bona fide loan portfolio of assets or debt transaction or enforcement thereunder, including foreclosure thereofEquity Securities issued by multiple issuers); (ix) pursuant to PubCoa 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) 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; (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 ordersuch Sponsor Member; provided, however, that that, in the case of clauses (i) through (viix), any such Permitted Transferees must enter into shall execute this Agreement or a written agreement with PubCo joinder agreeing to be bound by 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 transfer restrictions Lock-Up Period (such restriction, the “Lock-Up Restriction”), except as permitted in this Section 2accordance with the following: (i) on the date that is six months following the Closing Date, 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 6-Month Lock-Up Shares”; (ii) on the date 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) Any Transfer that is made During the Lock-Up Period, the Lock-Up Shares (whether issued in electronic or attempted contrary certificated form) shall 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 SPONSOR LOCK-UP AGREEMENT, DATED AS OF OCTOBER 21, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDERS NAMED THEREIN AND THE OTHER 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 provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee expiration of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions Restriction with respect to the any Lock-Up Securities until Shares, Pubco shall take all reasonable steps required to remove such legend from the end of the certificates evidencing such Lock-Up PeriodShares, including issuing new share certificates (if any are issued) in respect of such Lock-Up Shares. (d) For the avoidance of any doubt, each Holder Sponsor Member shall retain all of his, her or its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Securities that are PubCo Ordinary Shares held by such Sponsor Member during the Lock-Up Period, including the right to vote such any Lock-Up Securities that such Holders is entitled to voteShares.

Lock-Up Provisions. (a) Subject to Section 2(b)1(b) and the other terms of this Agreement, each Holder Hxxxxx agrees in favor of PubCo that it shall not effectuate a Transfer any 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) 120 days after the Closing Date, or (ii) the date on which Holdings completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of Holdings’ stockholders having the right to exchange their Holdings Common Shares for cash, securities or other property (in each case, the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Restricted Securities that are held by the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (and that have complied with this Section 1(b)) are permitted: (i) to (A) PubCo’s Holdings, Holdings’ officers or directors or any Affiliates or immediate family members of any of Holdings’ officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; ; (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 the individualHolder’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the 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, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; ; (vii) by virtue in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a cashless basis or on another basis) to the laws extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the provisions of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; 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 or pledge to a financial institution institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; thereof (ix) provided, that neither the Holder nor the transferee shall be required to PubCo; 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 exercise Holder Transfers interests in one or more of stock options, including through a “net” or “cashless” exerciseits portfolio of investments, or receipt any successor entity following a restructuring transaction of shares upon vesting of restricted stock units granted pursuant to an equity incentive planthat Holder; and (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 a Transfer pursuant to the completion of) a bona fide liquidationthird party tender offer, merger, stock exchangeconsolidation, reorganizationliquidation, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof 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 PubCo’s shareholders the holders of Holdings Common Shares having the right to exchange their PubCo Ordinary Holdings Common Shares for cash, securities or other property subsequent to the Closing Date; or (xiii) in connection with any legal, regulatory or other order; consummation of such transaction; provided, however, that in the case each of clauses (i) through (vixi), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the 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 instructions with Hxxxxxx’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned’s Family Members, if any, except in this Section 2compliance with the foregoing restrictions. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Holdings shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Holdings may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) may be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP/LEAK-OUT AGREEMENT, DATED [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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 the Holder shall retain all of its rights as a shareholder of PubCo Holdings with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to receive dividends and the right to vote such Lock-Up Securities that such Holders is entitled to voteany Restricted Securities.

Lock-Up Provisions. (a) Subject to Section 2(b), each The Holder agrees in favor of PubCo that it shall not effectuate a Transfer 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) 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 Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itup Period”). (b) Notwithstanding the provisions set forth in Section 2(a1(a), each Transfers of the Pubco Ordinary Shares that are held by the Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (and that have complied with this Section 1(b)) are permitted (i) to (A) PubCoPubco’s officers or directors, (B) any affiliates Affiliates or immediate family members of PubCoany of Pubco’s officers or directors, (C) any direct or indirect partners, members or equity holders of the SponsorHolder, 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 Affiliates of such the Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the individualHolder’s immediate family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such 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 the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the Sponsor’s limited liability company agreement, as amended from time rights attaching to time, the equity interests in the Holder upon dissolution of the SponsorHolder, (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 options or warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, and (viii) in connection with any bona fide mortgage, pledge or 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 “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, that in the case of clauses (i) through (viiv), such Permitted Transferees the transferee must enter into a written agreement with PubCo in substantially the form of this Agreement, agreeing to be bound by the transfer restrictions terms of the Lock-up Period. If dividends are declared and payable in this Section 2Pubco Ordinary Shares, such dividends will also be subject to the Lock-up Period. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo Pubco shall refuse to recognize any such transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 21, PubCo Pubco may impose stop-transfer instructions with respect to the Lock-Up Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JANUARY [●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER 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 the Holder shall retain all of its rights as a shareholder of PubCo Pubco with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote any Restricted Securities. (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such Lock-Up Securities that transaction is to be settled by delivery of such Holders is entitled securities, in cash or otherwise, or (c) public announcement of any intention to voteeffect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Holder agrees in favor of PubCo that it shall not to Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable Period; provided that the Heramba Holders may exchange their Lock-Up Securities through the Contribution and pursuant to itthe terms of the Business Combination Agreement and the form of Contribution Agreement contained therein. (b) Notwithstanding the provisions foregoing, the restrictions set forth in Section 2(a), each shall not apply to the following, provided that the Holder further agrees to execute such agreements as may be reasonably requested by the Company and the KB Lender that are consistent with the foregoing or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period that are necessary to give further effect thereto: (i) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (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 the individualHolder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the individualHolder’s immediate family family, or an affiliate Affiliate of such person or entityPerson, or to a charitable organization; (iiiC) in the case of an individual, by virtue of will, intestate succession or the laws of descent and distribution upon death of the individual; Holder, (ivD) in the case as a bona fide gift or gifts or charitable contribution, or for bona fide estate planning purposes or (E) by operation of an individuallaw, including bankruptcy laws, or pursuant to a court order, including a qualified domestic relations order, divorce settlementdecree, divorce decree 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 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 entity 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 entryestablishment, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination AgreementClosing, of any trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act providing for sale of shares the transfer of the Lock-Up Securities by the HolderSecurities; provided, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Acthowever, provided however that such plan does not provide for, or permit, the sale Transfer 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) 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 “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, that (A) in the case of clause (ii) above, such Transfer shall not involve a disposition for value and (B) in the case of clauses (i) through (vi), such Permitted Transferees must (ii) and (iii), it shall be a condition to the Transfer or distribution that each applicable permitted transferee, 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 PubCo executed by such permitted transferee shall expressly refer only to the 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 set forth in this Section 2Agreement. (c) Any purported Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio initio, and PubCo 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 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities acknowledges and agrees that are PubCo Ordinary Shares during the Lock-Up Period, including stop transfer orders shall be placed against the right to vote such Lock-Up Securities that such Holders is entitled and each certificate or book entry position statement evidencing Lock-Up Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to voteany other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JUNE 19, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE SECURITY 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.”

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Restricted Securities beginning on the Closing Date and ending on the close of business on the one (1) year anniversary of the Closing Date (such period with respect to Holder’s applicable Restricted Securities, the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a), each one hundred percent (100%) of the Restricted Securities may be Transferred in connection with or following the occurrence of a Liquidity Event, and Holder or its respective Permitted Transferees may Transfer the Lock-Up Restricted Securities during the Lock-Up Period (i) to Period: (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any 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 Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of that Holder is an individual, by gift to the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other natural person with whom such Holder has a member of the individual’s immediate family 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 the individual’s immediate family or an affiliate of such person or entityfamily, 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 the 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; (v) the 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; (viD) to a nominee or custodian of a Person person to whom a Transfer would be permitted under clauses (iA) through (vC) above; (viiE) to any members, partners, beneficial owners or shareholders of Holder or any Affiliates of Holder; (F) by virtue of the laws of Cayman Islands applicable law or the SponsorHolder’s limited liability company agreement, as amended from time to time, organizational documents upon liquidation or dissolution of the SponsorHolder; or (viiiG) in connection with any bona fide mortgage, encumbrance court order or pledge to order from a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; (x) Governmental Entity requiring the exercise sale 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; (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 ordersuch Restricted Securities; provided, however, that in the case of clauses (iA) through (vi), F) such Permitted Transferees transferee must enter into a written agreement with PubCo agreeing Rotor, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement and shall be deemed to be bound by the transfer restrictions a Holder for purposes of this Agreement, and there shall be no further Transfer of such Restricted Securities except in accordance with this Section 2Agreement. (c) Any If any Transfer that is made or attempted contrary to the provisions of this Agreement Agreement, such purported Transfer shall be null and void ab initio initio, and PubCo Rotor shall refuse to recognize any such purported transferee of the Lock-Up Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) During the 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 position statement evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF APRIL 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN 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 (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 shareholder stockholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares Rotor during the Lock-Up up Period, including the right to vote such Lock-Up any Restricted Securities that such Holders Holder is entitled to vote, and to receive any dividends and distributions in respect of any Restricted Securities, and (ii) the restrictions contained in Section 2(a) shall not apply to 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 Restricted Securities.

Lock-Up Provisions. (a) Subject to Section 2(b), each Each Lock-Up Holder agrees in favor of PubCo that it it, he or she shall not Transfer any Common Stock until 180 days after the completion of the Business Combination (the “Lock-Up Securities until the end of the Lock-Up Period applicable to itPeriod”). (b) Notwithstanding the provisions set forth in Section 2(a11(a), each Holder or its respective Permitted Transferees may Transfer Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Securities during the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) to (A) PubCothe Company’s officers or directors, (B) any affiliates affiliate or family members member of PubCoany of the Company’s officers or directors, (C) any 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 affiliate of such Holder, any affiliates of such Lock-Up Holder or any related investment funds or vehicles controlled or managed by member of such persons or entities or their respective affiliatesLock-Up Holder; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person or entity, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement, as amended from time to time, organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (viii) in connection with any bona fide mortgageeach such transferee, 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 “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 orderPermitted Transferee”); provided, however, that that, in the case of clauses (i) through (vi)each case, any such Permitted Transferees must enter into a written agreement with PubCo the Company agreeing to be bound by the transfer restrictions herein in this Section 211(c) and the other restrictions contained in this Agreement. (c) Any If any Transfer that not permitted under this Section 11 is made or attempted contrary to the provisions of this Agreement Agreement, such purported prohibited Transfer shall be null and void ab initio initio, and PubCo the Company 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 211(d), PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up 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 [●], 2021, 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 shareholder stockholder of PubCo the Company with respect to the Lock-Up Restricted Securities that are PubCo Ordinary Shares 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 11(e) upon the expiration of the applicable Lock-Up Securities that such Holders is entitled Period and (ii) cause its legal counsel, at the Company’s expense, to votedeliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under Section 11(f)(i).

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities up Shares during the any Lock-Up up Period (i) to (A) PubCothe Company’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; Stockholder or (viiivi) in connection with any bona fide mortgagesales, encumbrance or pledge the proceeds of which will be applied solely to a financial institution cover applicable taxes owed by the holder thereof in connection with any bona fide loan or debt transaction or enforcement thereunderthe issuance of equity awards from the Company, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock optionsin each case, including through a “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) any such transferee signing 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, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a written agreement with PubCo joinder hereto agreeing to be bound by all provisions hereof to the transfer restrictions in this Section 2same extent as the Stockholder. (cb) Any The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for Shares during any purpose. In order to enforce this Section 2Lock-Up Period (the “Transfer Restriction”), PubCo may impose stop-transfer instructions except in accordance with the following: (i) with respect to the [●]1 ([●]) Lock-Up Securities until Shares (the end “First Tranche”), no Transfer Restrictions shall apply to the First Tranche after the expiration of the First Lock-Up Period.; (dii) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Second Lock-Up Period, including the right Transfer Restriction shall expire with respect to vote such an additional [●]2 ([●]) Lock-Up Securities 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 such Holders is entitled commences at least six (6) months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to vote.the First Tranche or the Second Tranche after the expiration of the Second Lock-Up Period);

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to itsuch Holder. (b) Notwithstanding the provisions set forth in Section 2(a), each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities during the Lock-Up Period (i) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor, any affiliates of the SPAC Insiders Sponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, affiliates or (DB) the Company Holders or any direct or indirect partners, members or equity holders of such Holderthe Company Holders, any affiliates of such Holder the Company Holders or any related investment funds or vehicles controlled or managed by such persons or entities Persons or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such person or entityPerson, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) by virtue of to the laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the SponsorCompany; (viiivii) 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 “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 share exchange, reorganization, tender offer approved by the board of directors of PubCo the Company (the “Company Board”) or a duly authorized committee thereof or other similar transaction which results in all of PubCothe Company’s shareholders having the right to exchange their PubCo Ordinary Common Shares for cash, securities or other property subsequent to the Closing Date; or (xiiiviii) in connection with any legal, regulatory or other order; or (ix) in the case of a Company Holder, to support LG Parent’s or any of its subsidiaries’ credit obligations; provided, however, that in the case of clauses (i) through (viiv), 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 PubCo agreeing such Transfer except as otherwise compelled or required to be bound comply with applicable law or legal process or any request by a Governmental Entity or the transfer restrictions in rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 22(b) shall not involve a disposition for value. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder securityholder of PubCo the Company with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote any Lock-Up Security that such Holder is entitled to vote, as applicable. (e) Notwithstanding anything in this Agreement to the contrary, the Company Board shall be entitled to release any Holder from any or all of its obligations hereunder on behalf of the Company; provided, however, that if one Holder is released, the 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 of Lock-Up Securities to an entity that will become an independent, separately traded public company from LGEC (provided, that, such Holders is entitled transaction shall not be completed prior to votethe 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) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCo10X’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; Stockholder, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder. (viiib) 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 up to an aggregate of [ ● ] ([ ● ])3 Lock-Up Shares in connection with any bona fide mortgagea marketed, encumbrance fully committed underwritten follow-on offering following the date that is at least 90 days after the Closing Date; (iii) 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 pledge tax statement provided to 10X in form reasonably acceptable to 10X; and (iv) on the date on which post-merger 10X completes 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 “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, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all of PubCopost-merger 10X’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; or (xiii) 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 PubCo agreeing to be bound by the transfer restrictions in this Section 2all Lock-Up Shares. (c) Any 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 that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo 10X shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo 10X may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (d) For . 2 Note to Draft: Amount to be 25% of the avoidance holding company shares received in exchange for the existing equity held by the Stockholder at the time of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.Closing

Lock-Up Provisions. (a) Subject to Section 2(b), each Holder agrees in favor of PubCo that it shall not Transfer any Lock-Up Securities until the end of the Lock-Up Period applicable to it. (b) Notwithstanding the provisions set forth in Section 2(a2(b), each Holder the Stockholder or its respective Permitted Transferees may Transfer the Lock-Up Securities Shares during the Lock-Up Period (i) to (A) PubCo10X’s officers or directors, (Bii) to any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders Affiliates of the Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, Stockholder; (iii) in respect of (i) or (D) any direct or indirect partnersii), members or equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (ii) in the case of an individual, by gift to a member of the such individual’s immediate family or to a trust, the beneficiary of which is the Stockholder, a member of the such individual’s immediate family or family, an affiliate Affiliate of such person or entity, 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 the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the 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 Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the laws of Cayman Islands the State of Delaware or the Sponsor’s Stockholder limited liability company agreement, as amended from time to time, partnership agreement upon dissolution of the Sponsor; Stockholder, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder. (viiib) 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 up to an aggregate of [ ● ] ([ ● ])3 Lock-Up Shares in connection with any bona fide mortgagea marketed, encumbrance fully committed underwritten follow-on offering following the date that is at least 90 days after the Closing Date; (iii) 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 pledge tax statement provided to 10X in form reasonably acceptable to 10X; and (iv) on the date on which post-merger 10X completes 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 “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, capital stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof reorganization or other similar transaction which that results in all of PubCopost-merger 10X’s shareholders stockholders having the right to exchange their PubCo Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; or (xiii) 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 PubCo agreeing to be bound by the transfer restrictions in this Section 2all Lock-Up Shares. (c) Any 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 that is made or attempted contrary to the provisions of this Agreement Agreement, such Transfer shall be null and void ab initio initio, and PubCo 10X shall refuse to recognize any such transferee of the Lock-Up Securities Shares as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo 10X may impose stop-transfer instructions with respect to the Lock-Up Securities Shares (and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (de) For During the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the applicable Lock-Up Period, including the right to vote such each certificate (if any are issued) evidencing any Lock-Up Securities that such Holders is entitled Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to vote.any other applicable legends: