Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder Sponsor agrees not to, without the prior written consent of the board of directors of the Company, Transfer (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer or dispose of, or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Company Ordinary Shares held by it immediately after the closing of the Transactions (the “Closing”), any Company Ordinary Shares issuable upon the exercise of options or warrants to purchase Company Ordinary Shares held by it immediately after the Closing (along with such options or warrants themselves), or any Company Ordinary Shares acquirable upon the conversion, exercise or exchange of any securities convertible into or exercisable or exchangeable for Company Ordinary Shares held by it immediately after the Closing (along with such securities themselves) (such Company Ordinary Shares, options, warrants and securities, collectively, the “Locked-Up Shares held Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Locked-Up Shares, whether any such transaction is to be settled by delivery of such Company Shareholdersecurities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”); provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI Section 2 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 ShareholderSponsor. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company ShareholderShares, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder), twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder), eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder)Sponsor, and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a2(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 Sponsor continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Sponsor’s Company Shareholder’s Locked-up Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company ShareholderSponsor’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereofCompany; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares Shares, shall be made by such Company Shareholder Sponsor pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder Sponsor (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder Sponsor shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company such Founder Shareholder agrees not to, without the prior written consent of the board of directors of the CompanyCompany Board, Transfer any Locked-Up Shares Securities held by it. The foregoing limitations shall remain in full force and effect for a period of six (6) months from and after the Closing (such Company Shareholderperiod, the “Lock-Up Period”) with respect to all the Locked-Up Securities; provided, howeverprovided that, if any other holder of securities of the Company Shareholder enters into or is or becomes subject to an agreement relating to the subject matter set forth in this Article VI Section 4.12 in connection with the Closing Mergers 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 such less restrictive terms and conditions shall shall, without further action of any of the parties hereto, automatically apply to each Company ShareholderFounder Shareholder and any applicable sections of this Agreement shall be deemed amended accordingly. The foregoing limitations shall remain in full force and effect for a period For purpose of (i) with respect to 100% of the this Section 4.12, “Locked-Up Securities” means any Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares and Company Warrants that are held by such Company Shareholder, six (6) months from and each Founder Shareholder immediately after the Closing Date, (ii) with respect to 80% of the First Effective Time and any Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held acquired by such Company ShareholderFounder Shareholder upon the conversion, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% exercise or exchange of the SPAC Warrants or Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicableWarrants. (b) The restrictions set forth in Section 6.1(a4.12(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) of such entity or any director, officer or employee of such affiliates, or their immediate family (as defined below), (B) of any officer, director or employee of such entity’s officers , or directorstheir immediate family, (BC) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of Sponsor, to any investment fund or other entity controlled or managed by L Cxxxxxxxx Asia Advisors or any of its Affiliates; (iii) in the case of an individual, Transfers by gift to members 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, an affiliate of such person Person or to a charitable organization; (iiiiv) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the such individual; (ivv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (vvi) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned such individual and/or the immediate family of the undersigned are such individual is the legal and beneficial owner of all of the outstanding equity securities Equity Securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws Laws of the state of the such entity’s organization and the such entity’s organizational documents Organizational Documents upon dissolution of the such entity; (viii) pledges of any Locked-Up Shares held by such Company Shareholder Securities to a financial institution that create a mere security interest in such Locked-Up Shares Securities pursuant to a bona fide loan or indebtedness transaction so long as such Company Founder Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Shares Securities (as well as any foreclosures on such pledged Locked-Up SharesSecurities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to such Founder Shareholder, provided that such agreement shall only take effect in the event that the transferee takes possession of the Locked-Up Securities as a result of foreclosure); (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to establishment, at any time after the Company’s equity incentive plans or arrangements; (xiii) Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase Closing, by the Company or forfeiture of such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan providing for the sale of Company Ordinary Shares that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares Securities, shall be made by such Company Founder Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan Trading Plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvixiii) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xviixiv) transactions to satisfy any actual U.S. federal, state, or local income tax payment obligations of such Company any Founder Shareholder (or its direct or indirect owners) arising directly resulting from a change in such Founder Shareholder’s reporting position regarding the U.S. Internal Revenue Code of 1986federal, as amended (the “Code”)state, 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 local income tax treatment of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. Mergers; provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits as a Founder Shareholder under this Agreement. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended, and “immediate family” means, as to a natural person, such individual’s spouse, former spouse, domestic partner, child (including by adoption), father, mother, brother or sister, and lineal descendant (including by adoption) of any of the foregoing persons. (c) For the avoidance of doubt, each Company such Founder Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Locked-Up SharesSecurities or receive any dividends or distributions thereon. (d) In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up SharesSecurities, are hereby authorized to decline to make any transfer Transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors Company Board (which must include the consent of the CompanyPAQC Designee), Transfer (as defined below) any Locked-Up Shares (as defined below) held by such Company Shareholder; provided, however, if any other holder Company Shareholder or Provident Acquisition Holdings Ltd. or any of securities of the Company its affiliates enters into an agreement relating to the subject matter set forth in this Article VI 4 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 waiver, amendment, or amendmentwritten consent of the Company Board), then the less restrictive terms and conditions shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% for each Company Shareholder (other than CyberLink International Technology Corp.) who is not a member of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company ShareholderManagement, six (6) months from and after the Closing Date, and (ii) with respect to 80% for CyberLink International Technology Corp. and each Company Shareholder who is a member of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company ShareholderManagement, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through and (iiiii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a4.01(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any investment fund or other entity managing or managed by such entity or affiliates of such entity, or who shares a common investment advisor with such entity, (C) any shareholder, partner or member of such entity or their affiliates, (CD) any affiliate of such entity, or (DE) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person Person or to a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) Transfers of any Company Class A Ordinary Shares acquired as part of the 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 the relevant Company Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Class A Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiiixii) 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 such the relevant Company Shareholder’s Locked-up Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the such Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereofCompany; (xivxiii) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such the relevant Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvixiv) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xviixv) transactions to satisfy any U.S. federal, state, or local income tax obligations of such the relevant Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or the promulgation of new U.S. Treasury Regulations promulgated thereunder (the “Regulations”) , or promulgation of any judicial or administrative guidance, in each case, after the date on which the Merger Business Combination Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes)Code, in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. ; provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Locked-Up SharesShares or receive any dividends or distributions thereon. (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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e4.01(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e4.01(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI IV 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. The foregoing limitations shall remain in full force and effect for a period of (i) for each Company Shareholder who is not a member of the Management, (x) with respect to 10050% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, six (6) months from and after the Closing Date, and (iiy) with respect to 8050% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iiiii) for each Company Shareholder who is a member of the Management, with respect to 50100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen twelve (1812) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through and (iiiii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a4.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person Person or to a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 the relevant Company Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such the relevant Company Shareholder’s Locked-up Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the such Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereofCompany; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares Shares, shall be made by such the relevant Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing price of the Company Per Share Trading Price Ordinary Shares equals or exceeds $12.00 17.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within any consecutive thirty (30)-Trading 30) Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) Transfers of Company Ordinary Shares to the Company in connection with the repurchase of the undersigned’s shares in connection with the termination of the undersigned’s employment with the Company pursuant to contractual agreements with the Company; (xviii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder Sponsor (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or the promulgation of new U.S. Treasury Regulations promulgated thereunder (the “Regulations”) , or promulgation of any judicial or administrative guidance, in each case, after the date on which the Merger Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes)Code, in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses [(i) through (viii)] / [(i) through (v), (vii) and (viii)], these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Locked-Up SharesShares or receive any dividends or distributions thereon. (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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e4.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e4.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Each Lock-Up Period (as defined below)Holder agrees that it, each Company Shareholder agrees he or she shall not to, without Transfer any Common Stock until 180 days after the prior written consent completion of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI in connection with the Closing on terms and conditions that are less restrictive than those agreed to herein Acquisition (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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions Notwithstanding the provisions set forth in Section 6.1(a11(a), Transfers of shares of Common Stock (collectively, “Restricted Securities”) (that are held by the “Lock-Up Restrictions”) shall not apply to: Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) in to the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entityCompany’s officers or directors, (B) any shareholder, partner affiliate or family member of such entity any of the Company’s officers or their affiliatesdirectors, (C) any affiliate of such entity, Lock-Up Holder or (D) any employees member of such entity or of its affiliates; Lock-Up Holder; (ii) in the case of an individual, Transfers by gift to members 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, an affiliate of such person individual 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 such individual; ; (iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree ; or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state State of the entity’s organization and the entityNevada or a Lock-Up Holder’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; Holder (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing each such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (transferee, a “Trading PlanPermitted Transferee”); provided, however, that no sales that, in each case, any such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this Section 11(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 11 is made or attempted contrary to the provisions of Locked-Up Shares this Agreement, such purported prohibited Transfer shall be made by null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 11(c), the Company Shareholder pursuant may impose stop-transfer instructions with respect to such Trading Plan during the applicable Lock-Up Period Restricted Securities of a Holder (and no public announcement or filing is voluntarily made regarding such plan during Permitted Transferees and assigns thereof) until the end of the applicable Lock-Up Period;. (xvd) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by During the Lock-Up Restrictions and Period, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall have be marked with a legend in substantially the same rights and benefits under this Agreementfollowing 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 NOVEMBER 8, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amendedA COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (ce) For the avoidance of doubt, each Company Shareholder Lock-Up Holder shall retain all of its rights as a shareholder stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, 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, such Restricted Securities that are hereby authorized entitled to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions. (e) vote. The Company shall remove, and shall cause agrees to be removed (including by causing i) instruct its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to remove the lock-up arrangements herein from legend in Section 11(d) upon the book-entries evidencing any Locked-Up Shares at expiration of the time any such share is no longer subject to the applicable Lock-Up Restrictions Period and (any such Locked-Up Shareii) cause its legal counsel, a “Free Share”)at the Company’s expense, and shall take all such actions (and shall cause to be taken all such actions) deliver the necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable legal opinions, if any, to the unrestricted Company Ordinary Shares or so that transfer agent in connection with the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of instruction under this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company11(e).

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder Sponsor agrees not to, without the prior written consent of the board of directors of the CompanyCompany Board, Transfer any Locked-Up Shares Securities held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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 Shareholderit. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicableperiod, the “Lock-Up Period”), ) with the percentages set forth in this sentence applying respect to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Securities. For purpose of this Section 4.13, “Locked-Up Securities” means any Company Ordinary Shares shall be measured on an as-exercised or as-converted basisCompany Warrants that are held by Sponsor immediately after the First Effective Time and any Company Ordinary Shares acquired by Sponsor upon the conversion, as applicableexercise or exchange of the SPAC Warrants or Company Warrants. (b) The restrictions set forth in Section 6.1(a4.13(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in transfers by the case of an entity, Transfers Sponsor to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity the Sponsor via dividend or their affiliates, (C) any affiliate share repurchase as part of such entitya distribution, or (DB) any employees Person that is an affiliate of such entity or of its affiliatesthe Sponsor; (ii) in the case of an individual, Transfers transfers by gift to members virtue of the individual’s immediate family or to a trust, the beneficiary of which is a member Laws of the individualstate of Sponsor’s immediate family, an affiliate organization and Sponsor’s Organizational Documents upon dissolution of such person or to a charitable organizationSponsor; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) pledges of any Locked-Up Shares held by such Company Shareholder Securities to a financial institution that create a mere security interest in such Locked-Up Shares Securities pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder Sponsor continues to control the exercise of the voting rights of such pledged Locked-Up Shares Securities (as well as any foreclosures on such pledged Locked-Up SharesSecurities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to Sponsor, provided that such agreement shall only take effect in the event that the transferee takes possession of the Locked-Up Securities as a result of foreclosure); (ixiv) Transfers transfers of any Company Ordinary Shares acquired as part of the PIPE Permitted Financing or Subsequent Equity Financing; (xv) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xivi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xiivii) Transfers to the Company to satisfy tax withholding obligations pursuant to establishment, at any time after the Company’s equity incentive plans or arrangements; (xiii) Transfers to the Company pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase Closing, by the Company or forfeiture of such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan providing for the sale of Company Ordinary Shares that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares Securities, shall be made by such Company Shareholder Sponsor pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xvviii) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xviiix) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder Sponsor (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a change in or the promulgation of new U.S. Treasury Regulations promulgated thereunder (the “Regulations”) , or promulgation of any judicial or administrative guidance, in each case, after the date on which the Merger Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes)Code, in each case, solely to the extent necessary to cover any the increase in the U.S. income tax liability as a result of Sponsor directly resulting from such revised tax treatment of the transaction. Mergers; provided, however, that in the case of clauses (i) through (viiiiii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder Sponsor shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the right to vote any Locked-Up SharesSecurities or receive any dividends or distributions thereon. (d) In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up SharesSecurities, are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to The Holder agrees that it shall not effectuate a Transfer of the exceptions set forth herein, Pubco Ordinary Shares (including Pubco Ordinary Shares that are issued or issuable upon the exercise or conversion of the Pubco Warrants) that are held by the Holder during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without period commencing from the prior written consent of Merger Closing until the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating earlier to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period occur of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six one (61) months from and year after the Closing DateShare Acquisition Closing, (ii) with respect to 80% one-hundred and fifty (150) days after the Share Acquisition Closing, if the closing price of the Company Pubco Ordinary Shares heldduring such period equals or exceeds Twelve Dollars ($12.00) per share (as adjusted for share splits, issuable or acquirable in respect of share dividends, reorganizations and recapitalizations) for any Locked-Up Shares twenty (rounded up to the nearest whole share20) held by such Company Shareholder, twelve trading days within any thirty (1230) months from and after the Closing Date, trading day period and (iii) with respect to 50% 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 Company Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares heldfor cash, issuable securities or acquirable in respect of any Lockedother property (the “Ordinary Shares Lock-Up Shares Period”). (rounded up b) The Holder hereby agrees not to the nearest whole share) Transfer any Pubco Warrants that are held by such Company Shareholder, eighteen the Holder until thirty (1830) months from and days after the Merger Closing Date (such periods set forth in the foregoing clauses (i) through (iii)“Warrant Lock-Up Period” and, as applicabletogether with the Ordinary Shares Lock-Up Period, the “Lock-Up Periods”, and each a “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (bc) The restrictions Notwithstanding the provisions set forth in Section 6.1(a1(a) or 1(b), Transfers of any Restricted Securities that are held by the Holder (the “Lock-Up Restrictions”and that have complied with this Section 1(c)) shall not apply to: are permitted (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entityPubco’s officers or directors, (B) any shareholderAffiliates or immediate family members of any of Pubco’s officers or directors, partner or member any members of such entity or their affiliates, (C) any affiliate of such entitythe Holder, or (D) any employees Affiliates of such entity or of its affiliates; the Holder, (ii) in the case of an individual, Transfers by gift to members 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, an affiliate Affiliate of such person or to a charitable organization; , (iii) in the case of an individual, Transfers by virtue of the laws of descent and distribution upon death of the individual; death, (iv) in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations orderorder or in connection with a divorce settlement, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state Holder’s jurisdiction of incorporation or organization, the entity’s organization and the entityHolder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the entity; Holder, (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xivi) the exercise of any options options, warrants or warrants other convertible securities to purchase Company 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 applicable Lock-Up Period, (xiivii) Transfers to the Company Holder to satisfy tax withholding obligations pursuant to the CompanyHolder’s equity incentive plans or arrangements; , (xiiiviii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, and (xix) the termination by private sales or transfers of the Company Shareholder’s service Transferring Warrants to the Company PIPE Investors in accordance with either the PIPE Subscription Agreements or (y) in connection with the arrangements consummation of the transactions contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); Business Combination Agreement, provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viiiiv), these permitted transferees the transferee must enter into a written agreement, agreement in substantially the form of this Agreement, agreeing to be bound by the terms of the applicable Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the applicable Lock-up Period. (d) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the applicable 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 Rule 405 under the Securities Act of 1933, as amendedPeriod. (ce) 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 [●], 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.” (f) For the avoidance of any doubt, each Company Shareholder the Holder shall retain all of its rights as a shareholder of Pubco with respect to the Company Restricted Securities during the applicable Lock-Up Period, including the right to vote any Locked-Up SharesRestricted Securities. (dg) In furtherance of For 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary purposes of this Section 6.1(e1, “Transfer” shall mean the (a) and entitled sale of, offer to enforce specifically 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 obligations meaning of Section 16 of the Company set forth 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 this Section 6.1(ewhole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) directly against the Companypublic announcement of any intention to effect any transaction specified in clause (a) or (b).

Lock-Up Provisions. (a) Subject The Backstop Investor hereby agrees not to the exceptions set forth herein, during the applicable Lock-Up Period Transfer (as defined below), each Company Shareholder agrees not to, without ) the prior written consent of the board of directors of the Company, Transfer any Lockedapplicable Backstop Investor Shares set out in Exhibit A as “Lock-Up Shares” (including the Holdco Ordinary Shares held by such Company Shareholder; providedreceived in exchange therefor upon the Closing, however, if any other holder of securities of the Company enters into an agreement relating to “Lock-Up Shares”) until the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period earlier of (i) with respect to 100% the three (3) month anniversary of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iiiii) with respect such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Holdco’s shareholders having the right to 50% of the Company exchange their Holdco Ordinary Shares heldfor cash, issuable securities or acquirable in respect of any Locked-Up Shares other property (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicablecollectively, the “Lock-Up Period”), with provided, however, that the percentages set forth in this sentence applying to the aggregate holdings of LockedLock-Up Shares held Period shall not apply to any Lock-Up Share that is sold by all entities constituting the Backstop Investor at a price that equals or exceeds $10.00 for such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basisLock-Up Share. For the avoidance sake of doubtclarity, (i) the LockedBackstop Investor Shares not designated as Lock-Up Shares shall not be measured on an assubject to the Lock-exercised Up Period and shall be freely tradable as set forth in Section 13; and (ii) any Lock-Up Shares sold by the Backstop Investor at a price equal to or asgreater than $10.00 per share shall be deemed to be part of the allocated Lock-converted basis, as applicableUp Shares. (b) The Notwithstanding the foregoing, the restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”3(a) shall not apply toto the following, provided that the Backstop Investor further agrees to execute such agreements as may be reasonably requested by the Company or Holdco, as applicable, that are consistent with the foregoing or that are necessary to give further effect thereto: (i) in the case of an entity, Transfers to (A) such entity’s officers to another entity that is an affiliate of the Backstop Investor, or directors to any investment fund or any affiliate (as defined below) other entity controlling, controlled by, managing or immediate family (as defined below) of any of such entity’s officers managed by or directorsunder common control with the Backstop Investor, (B) any shareholderas part of a distribution to members, partner partners, shareholders or member equity holders of such entity the Backstop Investor, or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 individualapplicable laws, Transfers by operation of law including bankruptcy laws, or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state or jurisdiction of the entityBackstop Investor’s organization and or the entityBackstop Investor’s organizational documents upon dissolution of the entity;Backstop Investor; or (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ixii) Transfers of any Company Ordinary Shares acquired as part of in the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all event of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent liquidation prior to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 consummation of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. Business Combination; provided, however, that in the case of clauses clause (i) through (viii)above, these any such Transfer shall not involve a disposition for value and it shall be a condition to such Transfer that each applicable permitted transferees must transferee enter into a written agreementagreement with the Company or Holdco, in substantially the form of this Agreementas applicable, agreeing to be bound by the 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 Transfer restrictions set forth in Rule 405 under the Securities Act of 1933, as amendedthis Agreement. (c) For Any purported Transfer contrary to the avoidance provisions of doubtthis Agreement shall be void ab initio, each and the Company Shareholder or Holdco, as applicable, shall retain all of its rights as a shareholder refuse to recognize any such purported transferee of the Company Lock-Up Shares as an equity holder for any purpose. The Backstop Investor acknowledges and agrees that, during the Lock-Up Period, including stop transfer orders shall be placed against the right to vote any LockedLock-Up SharesShares and each certificate or book entry position statement evidencing the 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 HEREBY ARE SUBJECT TO LOCK-UP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCK-UP PERIOD. A COPY OF THE AGREEMENT CONTAINING SUCH LOCK-UP PROVISIONS WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth As used in this Section 6.1(e) directly against the Company.3, “Transfer” means the:

Lock-Up Provisions. (a) Subject to Notwithstanding the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions provisions set forth in Section 6.1(a) (2(b), the “Stockholder or its Permitted Transferees may Transfer the Lock-Up Restrictions”) shall not apply to: up Shares during the Lock-up Period (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity10X’s officers or directors, (Bii) to any shareholder, partner or member Affiliates of such entity or their affiliates, the Stockholder; (Ciii) any affiliate in respect of such entity, (i) or (D) any employees of such entity or of its affiliates; (ii) ), in the case of an individual, Transfers by gift to members 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, an affiliate Affiliate of such person individual or to a charitable organization; ; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, Transfers by operation of law ; or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state State of Delaware or the entity’s organization and the entity’s organizational documents Stockholder limited partnership agreement upon dissolution of the entity;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) pledges The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any LockedLock-Up Shares held by such Company Shareholder during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) with respect to a financial institution that create a mere security interest in such Locked[ ⚫ ]2 ([ ⚫ ]) Lock-Up Shares pursuant (the “First Tranche”), no Transfer Restrictions shall apply to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to control the exercise First Tranche after the expiration of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable First Lock-Up Period; (xiii) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Second Lock-Up Period; , the Transfer Restriction shall expire with respect to an additional [ ⚫ ]3 (xv[ ⚫ ]) Transfers made after Lock-Up Shares (the “Second Tranche”), upon the date on which the closing Company Per Share Trading Price equals or last reported sale price of the Acquiror Common Stock exceeds $12.00 per share for any twenty (20) Trading Days trading days within any consecutive thirty (30)-Trading Day 30) trading day period commencing that commences at least one hundred fifty six (1506) days months after the Closing Date;Date (for the avoidance of doubt no Transfer Restriction shall apply to the Lock-Up Shares after the expiration of the Second Lock-Up Period); and (xviiii) Transfers made in connection with on the date on which post-merger 10X completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Companypost-merger 10X’s shareholders stockholders having the right to exchange their Company Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the all 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 Rule 405 under the Securities Act of 1933, as amendedShares. (c) For The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the avoidance equity securities of doubt10X by way of stock split, each Company Shareholder stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (d) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall retain all be null and void ab initio, and 10X shall refuse to recognize any such transferee of the Lock-Up Shares as one of its rights as a shareholder equity holders for any purpose. In order to enforce this Section 2, 10X may impose stop-transfer instructions with respect to the Lock-Up Shares (and any Permitted Transferees and assigns thereof) until the end of the Company during First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, to Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 10050% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, Shareholder until the earlier of (A) six (6) months from and after the Closing Date or (B) the date on which the closing Company Per Share Trading Price equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 Trading Days within any thirty (30)-Trading Day period commencing after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to remaining 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen Shareholder until six (186) months from and after the Closing Date Date, or earlier in either case, if subsequent to the Company’s initial Business Combination the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (such periods set forth in the foregoing clauses (i) through and (iiiii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entitythe Company’s officers or directors or directors, any affiliate affiliates (as defined below) or immediate family (as defined below) members of any of such entitythe Company’s officers or directors, (B) any shareholder, partner or member members of such entity Company Shareholder, or their affiliates, (C) any affiliate affiliates of such entity, or (D) any employees of such entity or of its affiliatesCompany Shareholder; (ii) in the case of an individual, Transfers transfers by gift to members 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, family or an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, Transfers transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers by operation of law or transfers pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) transfers by private sales or transfers made in connection with the case consummation of an individual, Transfers to a partnership, limited liability company or other entity of Business Combination at prices no greater than the price at which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interestswere originally purchased; (vi) transfers in the case event of the Company’s liquidation prior to the completion of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trustinitial Business Combination; (vii) in the case of an entity, Transfers transfers by virtue of the laws of the state of the entityCayman Islands or such Company Shareholder’s organization and the entity’s organizational documents Organizational Documents upon dissolution of the entitysuch Company Shareholder; (viii) pledges in the event 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange exchange, reorganization or other similar transaction that which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Datecompletion of the Company’s initial Business Combination; and (xviiix) 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 transfers in connection with the U.S. Internal Revenue Code of 1986, as amended (Company’s initial Business Combination with 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 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant Company’s consent to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. third party; provided, however, that in the case of clauses (i) through (v), (viii) and (ix), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to Each of the exceptions set forth hereinStockholders hereby agrees that it shall not, and shall cause its Permitted Transferees not to, Transfer any Lock-Up Shares during the applicable Lock-Up Period (as defined belowthe “Transfer Restriction”), except as permitted in accordance with the following: (i) during the Early Release Period, the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares held by each Company Shareholder Stockholder (the “First Tranche”) if a Stock Price Level equal to or greater than $12.50 is achieved; (ii) during the Early Release Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Transfer Restriction with respect to the First Tranche under Section 2(a)(i), the Transfer Restriction shall expire with respect to an additional ten percent (10%) of the Lock-Up Shares (the “Second Tranche”), if a Stock Price Level equal to or greater than $15.00 is achieved; and (iii) on the date on which True Velocity completes a Subsequent Transaction, the Transfer Restriction will expire with respect to all Lock-Up Shares. (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby acknowledges and agrees not tothat, without at any time during the prior written consent of Lock-Up Period and no earlier than six (6) months after the Closing Date, the board of directors of True Velocity (the Company“Board”) may, in its sole discretion, resolve to terminate, in whole or in part, the Transfer any Locked-Up Shares held by such Company ShareholderRestriction; provided, however, if that any other holder of securities termination of the Company enters into an agreement relating Transfer Restriction in part shall apply pro rata to the subject matter set forth in this Article VI in connection with Stockholders; and, provided, further, that the Closing on terms and conditions that are less restrictive than those agreed to herein (or approval of such terms and conditions are subsequently relaxed including as a result resolution of a modification, waiver or amendment), then the less restrictive terms and conditions Board shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% be given at a meeting of the Company Ordinary Shares held, issuable or acquirable in respect Board called for the purpose of any Locked-Up Shares held by considering and voting upon such Company Shareholder, six (6) months from resolution and after the Closing Date, (ii) with respect to 80% include at least a majority of the Company Ordinary Shares held, issuable or acquirable “independent” (as such term is defined in respect of any Locked-Up Shares (rounded up to the nearest whole shareRule 5605(a)(2) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect Nasdaq Capital Market Listing Requirements) members of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicableBoard. (bc) The restrictions Notwithstanding the provisions set forth in Section 6.1(a) (2(a), each of the “Stockholders and its respective Permitted Transferees may Transfer, in whole or in part, its Lock-Up Restrictions”) shall not apply to: up Shares during the Lock-up Period (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined belowAffiliate(s) of any of such entity’s officers or directorsStockholder, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individualindividual Stockholder, Transfers by gift to members a member of the such individual’s immediate family (including such Stockholder’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Stockholder or a member of the individualsuch Stockholder’s immediate family, an affiliate of such person or to a charitable organization; (iii) ), in the case of an individualindividual Stockholder, Transfers by virtue of laws of descent and distribution upon the death of the individual;such Stockholder. (ivd) The per share prices of the True Velocity Common Stock referenced in this Agreement shall be equitably adjusted on account of any changes in the case equity securities of an individualTrue Velocity by way of stock split, Transfers stock dividend, combination or reclassification, or through any merger, consolidation, reorganization, recapitalization or business combination, or by operation any other means. (e) If any Transfer is made or attempted contrary to the provisions of law or pursuant to a court orderthis Agreement, such as a qualified domestic relations orderTransfer shall be null and void ab initio, divorce decree or separation agreement; (v) in the case and True Velocity shall refuse to recognize any such Transfer and any such transferee of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged LockedLock-Up Shares as well as one of its equity holders for any foreclosures on such pledged Lockedpurpose. In order to enforce this Section 2(e), True Velocity may impose stop-transfer instructions with respect to the Lock-Up Shares; (ix) Transfers Shares in accordance with the terms of any Company Ordinary Shares acquired as part this Agreement until the end of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;. (xif) During the exercise of Lock-Up Period, each certificate (if any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xiiare issued) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) Transfers to the Company pursuant to evidencing any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of LockedLock-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement stamped or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection otherwise imprinted with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, legend in substantially the form of this Agreementfollowing form, agreeing in addition to be bound by the Lockany other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN AMENDED AND RESTATED LOCK-Up Restrictions and shall have the same rights and benefits under this AgreementUP AGREEMENT, DATED AS OF [______], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) THE ISSUER’S SECURITY HOLDER NAMED IN THIS CERTIFICATE AND THE OTHER PARTIES THERETO. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amendedA COPY OF SUCH AMENDED AND RESTATED LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (cg) For the avoidance of any doubt, each Company Shareholder of the Stockholders shall retain all of his, her or its rights as a shareholder stockholder of the Company True Velocity with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any LockedLock-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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to 6.1 The ECI Vendors and the exceptions set forth hereinFounder Vendor hereby agree and undertake that, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of 6 Months from Completion (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Shorter Period”), they shall not dispose of any Consideration Shares whatsoever. The Ordinary Share Vendors and the Management Shareholders hereby undertake that during the Shorter Period that they shall not dispose of Consideration Shares equal in number to more than 25 per cent. of their respective Allotments 6.2 Subject to Clauses 6.5 and 6.6 the ECI Vendors and the Ordinary Share Vendors hereby agree and undertake that, during the period of 12 Months from Completion (“Longer Period”) they shall retain at all times Consideration Shares equal in number to 50 per cent. of their respective Allotments and shall not dispose of Consideration Shares equal in number to up to and including 50 per cent of their Allotment. 6.3 The Founder Vendor and the Management Vendors hereby agree and undertake that they shall not dispose of any Consideration Shares whatsoever during the Longer Period save that the Management Vendors shall be entitled to dispose of Consideration Shares during the Longer Period which, when aggregated with any Consideration Shares disposed of by them during the percentages set forth in this sentence applying Shorter Period shall not exceed 25 per cent. of their respective Allotments. 6.4 No Vendor shall during the period from Completion to six months after the end of the Longer Period dispose of any Consideration Shares without: 6.4.1 giving prior notice to the aggregate holdings Purchaser; and 6.4.2 selling through the Purchaser’s Broker or any other principal broker for the time being appointed by the Company in such amounts and/or over such period(s) as such broker may reasonably recommend with a view to preserving an orderly market in the shares of Locked-Up Shares held the Purchaser unless a full service broker with offices in the City of London offers terms as to execution and price consistent with maintaining an orderly market in the shares of the Purchaser, that are: (A) better, as to execution and price than those offered by all entities constituting such Company Shareholder the Purchaser’s Broker; (B) evidenced by written correspondence (including email) addressed to the extent two relevant Vendor; and (2C) or more entities constitute such Company Shareholder)not matched by the Purchaser’s Broker. Each Vendor further undertakes on its own behalf only that, and calculated on an aggregated basis. For in addition to all other remedies to which the avoidance Purchaser may be entitled as a matter of doubtlaw, the Locked-Up Shares Purchaser shall be measured entitled to specific performance and any other form of equitable relief to enforce the provisions of this clause 6.4. Each Vendor on its own behalf only acknowledges that damages should not be an as-exercised or as-converted basis, as applicableadequate remedy for any breach by it of this undertaking. (b) The restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”) 6.5 Clauses 6.1 to 6.4 shall not apply toto a disposal of any Consideration Shares by any Vendor: 6.5.1 by way of acceptance of a general offer by a third party made in accordance with the City Code on Takeovers and Mergers for the share capital (ior the share capital of one class) of the Purchaser; 6.5.2 made under an offer by the Purchaser to purchase its own shares which is made on identical terms to all holders of shares of the relevant class in the case capital of an entity, Transfers to (A) such entity’s officers the Purchaser; 6.5.3 effected under a compromise or directors arrangement proposed by the Purchaser under section 425 Companies Xxx 0000 or any affiliate (as defined below) or immediate family (as defined below) scheme of any reconstruction of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliatesthe Purchaser under section 110 Insolvency Xxx 0000; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family 6.5.4 effected after or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws death of the state relevant Vendor; 6.5.5 effected by way of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) pledges renunciation of any Locked-Up Shares right to subscribe for shares in the Purchaser derived from shares in the Purchaser already held by the relevant Vendor or by way of any failure to take up any such Company Shareholder right; or 6.5.6 effected for the purpose of enabling that Vendor to a financial institution that create a mere security interest in such Locked-Up Shares discharge any liability arising pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to control the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amendedRelevant Claim. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI in In connection with the Closing on terms Company's obligations as provided in Section 1 hereof, the Holders each agree that their Shares to be listed under any Registration shall be subject to a lock-up restriction and conditions that are less restrictive than those agreed shall not be sold pursuant to herein such Registration or otherwise until 180 "trading days" following the date Insynq's next registration statement filed with the SEC becomes effective (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or amendmentthe "Lock Up Period"), then after which date the less restrictive terms and conditions shall apply Holders may begin selling under the Registration that number of Shares which they would have otherwise been allowed to each Company Shareholder. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations sell pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements volume limitation provisions of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 144 under the Securities Act of 1933, as amended., as if Holders had each held their Shares for one year as required by Rule 144. Pursuant to Rule 144, sales by each Holder after the Lock Up Period pursuant to the Registration, during any three month calendar period, shall not exceed the greater of: (ci) For One percent (1%) of the avoidance Company's outstanding shares of doubtCommon Stock as shown by the most recent report or statement published by the Company with the SEC, each or (ii) The average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four (4) calendar weeks preceding the sale. If another investor or potential investor requires in the future a lockup agreement with restrictions greater than those stated, above, including, without limitation, a lockup for a length of time greater than 180 "trading days" from the effective date of Insynq II's next registration statement filed with SEC (excluding registration statements on Form X-0, Xxxx X-0 or any other registration for employee stock issuance), XxXxxxx and Xxxxxx-Xxxxxx agree to negotiate with Insynq II in good faith with respect to such greater restrictions, XxXxxxx and Xxxxxx-Xxxxxx having been advised that such financing is very important to the continued existence of Insynq II. Any breach by a Holder of the lock up provisions provided herein shall entitle the Company Shareholder shall retain to de-register any or all of its rights as a shareholder of that Holder's Shares. Once the Company during Shares have been held by the Lock-Up Period, including Holders for one year after the right to vote any Locked-Up Shares. (d) In furtherance of the foregoingdate hereof, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares, are hereby authorized Holders will be able to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up sell Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable limitations of Rule 144 and may continue to the unrestricted Company Ordinary sell their Shares or so pursuant to such limitations, provided that the Free Shares are no lock up is in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Companyplace at that time.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Parent Shareholder agrees not to, without the prior written consent of the board of directors of the Company, to Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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 Parent Shareholder. The foregoing limitations As used herein, the “Lock-Up Period” shall remain in full force and effect for a period of mean, (i) with respect to 10050% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Parent Shareholder, the period of time commencing on the Closing Date and expiring on the earlier of (A) the date that is six (6) months from following the Closing Date or (B) the date on which the closing Parent Per Share Trading Price equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 Trading Days within any thirty (30)-Trading Day period commencing after the Closing Date, and (ii) with respect to 80the remaining 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held (rounded up to the nearest whole share) held by such Company Parent Shareholder, twelve the period of time commencing on the Closing Date and expiring on the date this six (126) months from and after following the Closing Date; or earlier in either case, if subsequent to the Closing Date, and (iii) with respect to 50% the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company Parent’s shareholders having the right to exchange their Parent Ordinary Shares heldfor cash, issuable securities or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date other property (such periods set forth in the foregoing clauses (i) through and (iiiii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Parent Shareholder (to the extent two (2) or more entities constitute such Company Parent Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a) (the “Lock-Up Restrictions”) shall not apply to: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to Each of the exceptions set forth hereinStockholders hereby agrees that it shall not, and shall cause its Permitted Transferees not to, Transfer any Lock-Up Shares during the applicable Lock-Up Period (as defined belowthe “Transfer Restriction”), except as permitted in accordance with the following: (i) during the Early Release Period, the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares held by each Company Shareholder Stockholder (the “First Tranche”) if a Stock Price Level equal to or greater than $12.50 is achieved; (ii) during the Early Release Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Transfer Restriction with respect to the First Tranche under Section 2(a)(i), the Transfer Restriction shall expire with respect to an additional ten percent (10%) of the Lock-Up Shares (the “Second Tranche”), if a Stock Price Level equal to or greater than $15.00 is achieved; and (iii) on the date on which Pubco completes a Subsequent Transaction, the Transfer Restriction will expire with respect to all Lock-Up Shares. (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby acknowledges and agrees not tothat, without at any time during the prior written consent of Lock-Up Period and no earlier than six (6) months after the Closing Date, the board of directors of Pubco (the Company“Board”) may, in its sole discretion, resolve to terminate, in whole or in part, the Transfer any Locked-Up Shares held by such Company ShareholderRestriction; provided, however, if that any other holder of securities termination of the Company enters into an agreement relating Transfer Restriction in part shall apply pro rata to the subject matter set forth in this Article VI in connection with Stockholders; and, provided, further, that the Closing on terms and conditions that are less restrictive than those agreed to herein (or approval of such terms and conditions are subsequently relaxed including as a result resolution of a modification, waiver or amendment), then the less restrictive terms and conditions Board shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% be given at a meeting of the Company Ordinary Shares held, issuable or acquirable in respect Board called for the purpose of any Locked-Up Shares held by considering and voting upon such Company Shareholder, six (6) months from resolution and after the Closing Date, (ii) with respect to 80% include at least a majority of the Company Ordinary Shares held, issuable or acquirable “independent” (as such term is defined in respect of any Locked-Up Shares (rounded up to the nearest whole shareRule 5605(a)(2) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect Nasdaq Capital Market Listing Requirements) members of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicableBoard. (bc) The restrictions Notwithstanding the provisions set forth in Section 6.1(a) (2(a), each of the “Stockholders and its respective Permitted Transferees may Transfer, in whole or in part, its Lock-Up Restrictions”) shall not apply to: up Shares during the Lock-up Period (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined belowAffiliate(s) of any of such entity’s officers or directorsStockholder, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individualindividual Stockholder, Transfers by gift to members a member of the such individual’s immediate family (including such Stockholder’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Stockholder or a member of the individualsuch Stockholder’s immediate family, an affiliate of such person or to a charitable organization; (iii) ), in the case of an individualindividual Stockholder, Transfers by virtue of laws of descent and distribution upon the death of the individual;such Stockholder. (ivd) The per share prices of the Pubco Ordinary Shares referenced in this Agreement shall be equitably adjusted on account of any changes in the case equity securities of an individualPubco by way of stock split, Transfers stock dividend, combination or reclassification, or through any merger, consolidation, reorganization, recapitalization or business combination, or by operation any other means. (e) If any Transfer is made or attempted contrary to the provisions of law or pursuant to a court orderthis Agreement, such as a qualified domestic relations orderTransfer shall be null and void ab initio, divorce decree or separation agreement; (v) in the case and Pubco shall refuse to recognize any such Transfer and any such transferee of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged LockedLock-Up Shares as well as one of its equity holders for any foreclosures on such pledged Lockedpurpose. In order to enforce this Section 2(e), Pubco may impose stop-transfer instructions with respect to the Lock-Up Shares; (ix) Transfers Shares in accordance with the terms of any Company Ordinary Shares acquired as part this Agreement until the end of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;. (xif) During the exercise of Lock-Up Period, each certificate (if any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xiiare issued) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) Transfers to the Company pursuant to evidencing any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of LockedLock-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement stamped or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection otherwise imprinted with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, legend in substantially the form of this Agreementfollowing form, agreeing in addition to be bound by the Lockany other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN LOCK-Up Restrictions and shall have the same rights and benefits under this AgreementUP AGREEMENT, DATED AS OF SEPTEMBER 24, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) THE ISSUER’S SECURITY HOLDER NAMED IN THIS CERTIFICATE AND THE OTHER PARTIES THERETO. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amendedA COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (cg) For the avoidance of any doubt, each Company Shareholder of the Stockholders shall retain all of his, her or its rights as a shareholder stockholder of the Company Pubco with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any LockedLock-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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder Holder hereby agrees not to, without the prior written consent of the board of directors of the Company, to Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months Restricted Securities from and after the Closing Date, until the twenty-four (ii24) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date month anniversary (such periods set forth in the foregoing clauses (i) through (iii), as applicableperiod, the “Lock-Up up Period”), with ) of the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated date on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions set forth in Section 6.1(a) which Closing occurs (the “Lock-Up Restrictions”). Notwithstanding anything contained herein to the contrary, (i)(A) at the six (6) month anniversary of the date on which Closing occurs, twenty-five percent (25%) of the Restricted Securities will cease to be deemed Restricted Securities hereunder, (B) at the twelve (12) month anniversary of the date on which Closing occurs, an additional twenty-five percent (25%) of the Restricted Securities will cease to be deemed Restricted Securities hereunder, (C) at the eighteen (18) month anniversary of the date on which Closing occurs, an additional twenty-five percent (25%) of the Restricted Securities will cease to be deemed Restricted Securities hereunder, and (D) at the twenty-four (24) month anniversary of the date on which Closing occurs, any remaining Restricted Securities will cease to be deemed Restricted Securities hereunder, (ii) if at any time after the Closing but prior to the end of the Lock-Up Period, a Change of Control occurs, then concurrently with the consummation of such Change of Control event, all of the then-Restricted Securities will cease to be deemed Restricted Securities hereunder, and (iii) the Lock-Up Restrictions shall not apply to: (i) to the Transfer of any or all of the Restricted Securities owned by Holder made in the case respect of an entity, Transfers to (A) such entity’s officers or directors or any affiliate a Permitted Transfer (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales in any of Locked-Up Shares case of a Permitted Transfer, it shall be made by such Company Shareholder pursuant a condition to such Trading Plan during Transfer that the applicable Lock-Up Period transferee executes and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent delivers to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written an agreement, in substantially the same form of this Agreement, agreeing stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be bound by the Lock-Up Restrictions and shall have the same rights and benefits under no further Transfer of such Restricted Securities except in accordance with this Agreement. For purposes of this paragraphWhen Restricted Securities cease to Restricted Securities in accordance with the preceding sentence, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each such released Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, 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 Restrictions. (e) The Company shall remove, and shall cause to Ordinary Shares may be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject Transferred without regard to the Lock-Up Restrictions (any hereunder, subject to compliance with applicable Law and such Locked-Up Share, a “Free Share”), and shall take all other agreements to which the Holder or such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares may be bound. Holder acknowledges that while an employee, agent or so that the Free Shares are in representative of Holder is a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations member of the Company set forth Company’s Board of Directors that Holder will not transfer any Restricted Securities during any Company-imposed “quiet periods” or “blackout periods” on the members of its Board of Directors, or while such person is in this Section 6.1(e) directly against possession of material, non-public information about the Company. (b) As used herein:

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder The Holder hereby agrees not to, without during the prior written consent period commencing from the Closing and through the date that is 48 months from the date of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”): (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities or (ii) enter into any swap or hedging or other arrangement which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the New JAWS Shares, or that transfers to another, in whole or in part, any of the economic consequences of ownership of any New JAWS Shares, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of such securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholdera “Prohibited Transfer”); provided, and calculated on an aggregated basis. For for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the LockedCompany to file and cause to become effective a registration statement with the SEC naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). Notwithstanding the foregoing, the Lock-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The Period and restrictions set forth in this Section 6.1(a) (the “Lock-Up Restrictions”) 1 shall not apply toto the: (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or transfer, during any affiliate (as defined below) or immediate family (as defined below) of any of such entity’s officers or directors, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (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 by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) pledges of any Lockedconsecutive 12-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 voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares; (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) month period during the applicable Lock-Up Period, of a number of Restricted Securities not to exceed 25% of the Continuing Company Units held directly or indirectly by the Holder immediately following the Closing; (xiB) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of pursuant to Rule 10b5-1(c) 1 under the Exchange Act (a “Trading Plan”)for the transfer of Restricted Securities; provided, however, that no sales such plan does not provide for the transfer of Locked-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan Restricted Securities during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Periodexcept as permitted by clause (A); (xvC) Transfers made after transfer of any or all of the date on which the closing Company Per Share Trading Price equals Restricted Securities by a bona fide gift or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Datecharitable contribution; (xviD) Transfers made transfer of any or all of the Restricted Securities by will or intestate succession upon the death of the Holder or any Permitted Transferee; (E) transfer of any or all of the Restricted Securities to any Permitted Transferee; (F) transfer of any New JAWS Class B Shares in connection with a concurrent transfer of Continuing Company Units in accordance with, as permitted by and subject to the terms and conditions of this Agreement and the Amended and Restated Company LLC Agreement; or (G) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders its stockholders having the right to exchange their Company Ordinary New JAWS Shares for cash, securities or other property subsequent to the Closing Dateproperty; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viiiC), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the 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 (D) or other lineal descendant (including by adoptionE), father, mother, brother or sister of an individual; it shall be a condition to such transfer that the transferee executes and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. (c) For the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of delivers to the Company during an agreement stating that the Lock-Up Period, including transferee is receiving and holding 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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer Restricted Securities subject to the Lock-Up Restrictions provisions of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement; provided, further, that in the case of (any such Locked-Up Share, a “Free Share”C), and shall take all such actions (and shall cause to be taken all such actionsD) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s(E) and/or ISIN(s) applicable (to the unrestricted Company Ordinary Shares extent such transfer is to a party other than a Permitted Transferee (other than any direct or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations indirect limited partner of the Company set forth applicable Holder)), in this Section 6.1(e) directly against the Companyeach case, such transfer or distribution shall not involve a disposition for value.

Lock-Up Provisions. (a) Subject to Each of the exceptions set forth hereinStockholders hereby agrees that it shall not, and shall cause its Permitted Transferees not to, Transfer any Lock-Up Shares during the applicable Lock-Up Period (as defined belowthe “Transfer Restriction”), except as permitted in accordance with the following: (i) during the Early Release Period, the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares held by each Company Shareholder Stockholder (the “First Tranche”) if a Stock Price Level equal to or greater than $12.50 is achieved; (ii) during the Early Release Period and after or concurrently with the satisfaction of the conditions precedent for the early expiration of the Transfer Restriction with respect to the First Tranche under Section 2(a)(i), the Transfer Restriction shall expire with respect to an additional ten percent (10%) of the Lock-Up Shares (the “Second Tranche”), if a Stock Price Level equal to or greater than $15.00 is achieved; and (iii) on the date on which Parent completes a Subsequent Transaction, the Transfer Restriction will expire with respect to all Lock-Up Shares. (b) Notwithstanding anything to the contrary in this Agreement, each of the Parties hereby acknowledges and agrees not tothat, without at any time during the prior written consent of Lock-Up Period and no earlier than six (6) months after the Closing Date, the board of directors of Parent (the Company“Board”) may, in its sole discretion, resolve to terminate, in whole or in part, the Transfer any Locked-Up Shares held by such Company ShareholderRestriction; provided, however, if that any other holder of securities termination of the Company enters into an agreement relating Transfer Restriction in part shall apply pro rata to the subject matter set forth in this Article VI in connection with Stockholders; and, provided, further, that the Closing on terms and conditions that are less restrictive than those agreed to herein (or approval of such terms and conditions are subsequently relaxed including as a result resolution of a modification, waiver or amendment), then the less restrictive terms and conditions Board shall apply to each Company Shareholder. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% be given at a meeting of the Company Ordinary Shares held, issuable or acquirable in respect Board called for the purpose of any Locked-Up Shares held by considering and voting upon such Company Shareholder, six (6) months from resolution and after the Closing Date, (ii) with respect to 80% include at least a majority of the Company Ordinary Shares held, issuable or acquirable “independent” (as such term is defined in respect of any Locked-Up Shares (rounded up to the nearest whole shareRule 5605(a)(2) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect Nasdaq Capital Market Listing Requirements) members of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicableBoard. (bc) The restrictions Notwithstanding the provisions set forth in Section 6.1(a) (2(a), each of the “Stockholders and its respective Permitted Transferees may Transfer, in whole or in part, its Lock-Up Restrictions”) shall not apply to: up Shares during the Lock-up Period (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined belowAffiliate(s) of any of such entity’s officers or directorsStockholder, (B) any shareholder, partner or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any employees of such entity or of its affiliates; (ii) in the case of an individualindividual Stockholder, Transfers by gift to members a member of the such individual’s immediate family (including such Stockholder’s spouse or ancestors, descendants or siblings (in each case, whether by blood, marriage or adoption)) or to a trust, the beneficiary of which is such Stockholder or a member of the individualsuch Stockholder’s immediate family, an affiliate of such person or to a charitable organization; (iii) ), in the case of an individualindividual Stockholder, Transfers by virtue of laws of descent and distribution upon the death of the individual;such Stockholder. (ivd) The per share prices of the Parent Common Stock referenced in this Agreement shall be equitably adjusted on account of any changes in the case equity securities of an individualParent by way of stock split, Transfers stock dividend, combination or reclassification, or through any merger, consolidation, reorganization, recapitalization or business combination, or by operation any other means. (e) If any Transfer is made or attempted contrary to the provisions of law or pursuant to a court orderthis Agreement, such as a qualified domestic relations orderTransfer shall be null and void ab initio, divorce decree or separation agreement; (v) in the case and Parent shall refuse to recognize any such Transfer and any such transferee of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) 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 voting rights of such pledged LockedLock-Up Shares as well as one of its equity holders for any foreclosures on such pledged Lockedpurpose. In order to enforce this Section 2(e), Parent may impose stop-transfer instructions with respect to the Lock-Up Shares; (ix) Transfers Shares in accordance with the terms of any Company Ordinary Shares acquired as part this Agreement until the end of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the applicable Lock-Up Period;. (xif) During the exercise of Lock-Up Period, each certificate (if any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xiiare issued) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) Transfers to the Company pursuant to evidencing any contractual arrangement in effect at the Closing that provides for the repurchase by the Company or forfeiture of such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of LockedLock-Up Shares shall be made by such Company Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public announcement stamped or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; (xv) Transfers made after the date on which the closing Company Per Share Trading Price equals or exceeds $12.00 per share for any twenty (20) Trading Days within any consecutive thirty (30)-Trading Day period commencing at least one hundred fifty (150) days after the Closing Date; (xvi) Transfers made in connection otherwise imprinted with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, legend in substantially the form of this Agreementfollowing form, agreeing in addition to be bound by the Lockany other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THAT CERTAIN LOCK-Up Restrictions and shall have the same rights and benefits under this AgreementUP AGREEMENT, DATED AS OF OCTOBER 26, 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) THE ISSUER’S SECURITY HOLDER NAMED IN THIS CERTIFICATE AND THE OTHER PARTIES THERTO. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amendedA COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (cg) For the avoidance of any doubt, each Company Shareholder of the Stockholders shall retain all of his, her or its rights as a shareholder stockholder of the Company Parent with respect to his, her or its Lock-Up Shares during the Lock-Up Period, including the right to vote any LockedLock-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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.

Lock-Up Provisions. (a) Subject to Notwithstanding the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to, without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company Shareholder; provided, however, if any other holder of securities of the Company enters into an agreement relating to the subject matter set forth in this Article VI 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. The foregoing limitations shall remain in full force and effect for a period of (i) with respect to 100% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares held by such Company Shareholder, six (6) months from and after the Closing Date, (ii) with respect to 80% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, twelve (12) months from and after the Closing Date, and (iii) with respect to 50% of the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share) held by such Company Shareholder, eighteen (18) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (iii), as applicable, the “Lock-Up Period”), with the percentages set forth in this sentence applying to the aggregate holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall be measured on an as-exercised or as-converted basis, as applicable. (b) The restrictions provisions set forth in Section 6.1(a) (2(b), the “Sponsor or its Permitted Transferees may Transfer the Lock-Up Restrictions”) shall not apply to: up Shares during the Lock-up Period to (i) in the case of an entity, Transfers to (A) such entity’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any of such entityAcquiror’s officers or directors, (Bii) to any shareholder, partner or member Affiliates of such entity or their affiliates, the Sponsor; (Ciii) any affiliate in respect of such entity, (i) or (D) any employees of such entity or of its affiliates; (ii) ), in the case of an individual, Transfers by gift to members 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, an affiliate Affiliate of such person individual or to a charitable organization; ; (iv) in respect of (i), (ii) or (iii) ), in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, Transfers by operation of law ; or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, Transfers by virtue of the laws of the state State of Delaware or the entity’s organization and the entity’s organizational documents Sponsor limited partnership agreement upon dissolution of the entity;Sponsor. (viiib) pledges The Sponsor hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any LockedLock-Up Shares held by such Company Shareholder to a financial institution that create a mere security interest in such Lockedduring the Lock-Up Shares pursuant to a bona fide loan or indebtedness transaction so long as such Company Shareholder continues to control Period (the exercise of “Transfer Restriction”), except in accordance with the voting rights of such pledged Locked-Up Shares as well as any foreclosures on such pledged Locked-Up Shares;following: (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/Ai) during the applicable First Lock-Up Period; (xi) , the exercise of any options or warrants Transfer Restriction shall expire with respect to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) Transfers to the Company to satisfy tax withholding obligations pursuant to the Company’s equity incentive plans or arrangements; (xiii) 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 such Company Shareholder’s Locked-up Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares in connection with (x) the termination of the Company Shareholder’s service to the Company or (y) the arrangements contemplated by the JVIA Termination Agreement and Non-Compete Agreement to be entered into by and among the Company and certain other parties on the date hereof; (xiv) the establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked189,375 Lock-Up Shares shall be made by such Company Shareholder pursuant (the “First Tranche”), upon the earlier to such Trading Plan during the applicable Lock-Up Period and no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period; occur of (xvi) Transfers made after the date on which the closing Company Per Share Trading Price last reported sale price of the Acquiror Common Stock equals or exceeds $12.00 12.50 per share for any twenty (20) Trading Days trading days within any consecutive thirty (30)-Trading Day 30) trading day period commencing that commences at least one hundred fifty (150) 90 days after the Closing DateDate or (ii) one year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after the expiration of the First Lock-Up Period); (xviii) Transfers made in connection during the Second Lock-Up Period, the Transfer Restriction shall expire with respect to an additional 378,750 Lock-Up Shares (the “Second Tranche”), upon the earlier to occur of (i) the date on which the last reported sale price of the Acquiror Common Stock equals or exceeds $12.50 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 330 days after the Closing Date or (ii) eighteen months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the Second Tranche after the expiration of the Second Lock-Up Period); and (iii) on the date on which post-merger Acquiror completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Companypost-merger Acquiror’s shareholders stockholders having the right to exchange their Company Ordinary Shares shares for cash, securities or other property subsequent property, the Transfer Restriction will terminate with respect to the Closing Date; and (xvii) transactions to satisfy any U.S. federal, state, or local income tax obligations of such Company Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents the Mergers from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Mergers do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case, solely to the extent necessary to cover any tax liability as a result of the transaction. provided, however, that in the case of clauses (i) through (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement, agreeing to be bound by the all 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 Rule 405 under the Securities Act of 1933, as amendedShares. (c) Notwithstanding the foregoing, if at any time the sale price of the Acquiror Common Stock equals or exceeds $20.00 per share for any twenty (20) trading days within any thirty (30) trading day period that commences at least 90 days after the Closing Date, then the date of commencement as well as the end date, where applicable, of each period set forth in Sections 2(b)(i), 2(b)(ii) and 2(b)(iii) shall be accelerated by three (3) months; (d) The per share stock prices referenced in this Agreement will be equitably adjusted on account of any changes in the equity securities of Acquiror by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (e) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Acquiror shall refuse to recognize any such transferee of the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 1, Acquiror may impose stop-transfer instructions with respect to the Lock-Up Shares (and any permitted transferees and assigns thereof) until the end of the First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, as applicable. (f) 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 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.” (g) For the avoidance of any doubt, each Company Shareholder the Sponsor shall retain all of its rights as a shareholder of Acquiror with respect to the Company Lock-Up Shares during the Lock-Up Period, including the right to vote any LockedLock-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 Restrictions. (e) The Company shall remove, and shall cause to be removed (including by causing its transfer agent and The Depository Trust Company (as applicable) to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “Free Share”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 6.1(e) and entitled to enforce specifically the obligations of the Company set forth in this Section 6.1(e) directly against the Company.