Common use of Lock-up; Transfer Restrictions Clause in Contracts

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viiivii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements; provided, that for so long as the restrictions on Transfer set forth in the first sentence of Section 7(b) of this Agreement remain in effect, no such pledges shall be effected by the Sponsor or Oxxx X. Xxxxx (including any controlled affiliates of Oxxx X. Xxxxx) without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned acquired by it under this Agreement and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these vi)these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For terms or the further avoidance of doubt, “Transfer” does not include ability to convert any transfer of such Class B Shares (and the into Class A Shares into which in accordance with the Class B Shares are convertible) among any terms of this Agreement and the investment funds or managed accounts managed by the PurchaserCharter.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.any

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (as defined below) any or the underlying Class B A Shares owned by it and Warrants, including the Class A Shares into which issued or issuable upon the exercise of any such Class B Shares are convertible, warrants) until the earlier later of (Athe conclusion of the lock up period required by FINRA Rule 5110(g)(1) one year or 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a initial Business Combination, the closing price except that Transfers of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for Forward Purchase Securities are permitted to any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a)Permitted Transferee. Notwithstanding the first sentence hereinaboveof this Section 5(a), Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”) within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor Purchaser, or their affiliates, any affiliates of the Sponsor, or any employees of such affiliatesPurchaser; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares securities were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (viiF) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiiG) in the event of the Company’s completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family family, or 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, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser; (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; or (ix) to the Purchaser’s controlled affiliates; provided, however, that in the case of clauses (i) through (viv) and (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertible, convertible until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift or transfer to a member member(s) of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.the

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, Forward Purchase Securities until the earlier of (A) one year 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyinitial Partnering Transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the Sponsor “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the SponsorPurchaser, any affiliates of the Purchaser, or any employees of any such affiliates; affiliates; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the Class B Shares securities were originally purchased; purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (viiF) in the event of the Company’s liquidation prior to the completion of a Business Combination; or Partnering Transaction; (viiiG) in the event of the Company’s completion of a liquidation, merger, share exchange capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; Partnering Transaction; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares Forward Purchase Securities owned by it and the Class A Shares into which such Class B Shares are convertibleit, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities shall be released from the lockup lock-up referred to in this Section 5(a4(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates or direct or indirect shareholders of SC Health Holdings Limited (the “Sponsor, or any employees of such affiliates”); (ii) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Forward Purchase Securities were originally purchased; (vi) by virtue of the Purchaser’s organizational documents laws of the Cayman Islands upon liquidation or dissolution of the PurchaserSponsor; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viii) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combinationproperty; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a4(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (ixxxi) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iixxxii) in the case of an individual, by gift to a member of the individual’s immediate family family, or 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; (iiixxxiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivxxxiv) in the case of an individual, pursuant to a qualified domestic relations order; (vxxxv) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (viixxxvi) in the event of the Company’s liquidation prior to the completion of a Business Combination; xxxvii) by virtue of the laws of the Cayman Islands or (viiithe Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser; or xxxviii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (viv) and (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer (as defined belowthe “Founder Shares Lock-up”) any Class B (i) 50% of the Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest to occur of: (x) the six-month anniversary of (A) one year after the date of the consummation of the Company’s initial Business Combination Closing and (By) the date following the Business Combination Closing on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day person following the consummation of the Company’s initial business combination; and (ii) with respect to the remaining 50% of the Founder Shares until the six-month anniversary of the date of the consummation of the Company’s initial Business Combination, or in either case of clause (i) or (ii), earlier if, subsequent to an initial Business Combination, the Company completes consummates a subsequent liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-Up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of the Private Placement Shares until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to provisions set forth in this Section 5(a). Notwithstanding the first sentence hereinaboveparagraph 5, Transfers of the Class B Founder Shares (and the Class A Shares into which the Class B Private Placement Shares are convertible) are permitted permitted: (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or Sponsor, their affiliates, or any affiliates of the Sponsor, or any employees of or such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection the consummation of a Business Combination at prices no greater than the price at which the Class B Founder Shares or Private Placement Shares, as applicable, were originally purchased; (vif) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viih) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vig) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (c) Without limiting the obligations under this paragraph 5, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such date the Representative shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares or Private Placement Shares, or subject any such securities to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities, except as provided in FINRA Rule 5110(e)(1), which such restrictions shall not be subject to release or waiver, with or without the consent of the Representative, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such date. As used in this AgreementDuring the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the prior written consent of the Representative, (xi) sale ofsell, offer to sell, contract or agreement agree to sell, hypothecationhypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement agree to dispose of, directly or indirectly, or establishment establish or increase of a put equivalent position or liquidation with respect to liquidate or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC Commission promulgated thereunder) , with respect to any Units, Ordinary Shares (including, but not limited to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangementsFounder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Ordinary Shares owned by it, him or her, (yii) entry 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 the SecuritiesPrivate Placement Shares, Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such Securitiessecurities, in cash or otherwise, or (ziii) public announcement of publicly announce any intention to effect any transaction specified in clause (xi) or (yii). For Each of the avoidance Insiders, the Sponsor and the Representative acknowledges and agrees that, prior to the effective date of doubtany release or waiver of the restrictions set forth in this paragraph 5, this Section 5(a) the Company shall not restrict announce the ability to exercise any Forward Purchase Warrants in accordance with their termsimpending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. For Any release or waiver granted shall only be effective two business days after the further avoidance of doubt, “Transfer” does not include any transfer publication date of such Class B Shares (press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the Class A Shares into which transferee has agreed in writing to be bound by the Class B Shares are convertible) among any same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(aFounder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Shares until 30 days after the completion of an initial Business Combination (the “Private Placement Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). . (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares (and the Class A Private Placement Shares into which the Class B Shares are convertible) are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Founder Shares or Private Placement Shares, as applicable, were originally purchased; (vif) by virtue of the Purchaserlaws of The Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sell, contract Transfer any Ordinary Shares or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 6(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, the date following on which (x) the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination Closing on which or (y) the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of agrees that it shall not Transfer any Private Placement Warrants (including the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the likeissuable upon exercise of such Private Placement Warrants) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, any employees or directors of such affiliates (including, for the avoidance of doubt, employees and directors of Lazard Ltd and its subsidiaries) or any employees of such funds or accounts advised by the Sponsor or its affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class B Shares A Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Public Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representative, offer to sellTransfer any Units, contract Class A Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position or liquidation with respect exchangeable for, Class A Ordinary Shares held by it, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 [●] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to Founder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units (including any of the Ordinary Shares, the Warrants, and Ordinary Shares issued or issuable upon exercise or conversion of such Warrants, included therein) until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in this Section paragraphs 5(a). Notwithstanding the first sentence hereinabove, 5(b) and 7(a), Transfers of the Class B Founder Shares (including any of the Ordinary Shares issuable upon the conversion of the Founder Shares) or Private Placement Units (including any of the Ordinary Shares, the Warrants, and the Class A Ordinary Shares into which the Class B Shares are convertibleissued or issuable upon exercise or conversion of such Warrants, included therein) are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor or the Sponsor’s members; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Ordinary Shares, Rights, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 6(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) following the completion of an initial Business Combination, the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange capitalization, share capital exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units, Private Placement Shares, Private Placement Warrants or Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the Purchaserlaws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representative, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 [ ] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser Purchasers agrees that it they shall not Transfer transfer any Forward Purchase Shares until at least six (as defined below6) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year months after the Business Combination Closing Combination, or substantially the same lock up period as mutually agreed upon between the Company and other pipe investors, and until the registration of the Forward Purchase Shares with the Securities and Exchange Commission (B) “SEC”), or pursuant to an exemption from the date following Securities Act of 1933, as amended, provided that if a PIPE transaction is entered into in connection with the Business Combination Closing on which Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results transfer restrictions shall be equivalent to those provided for in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyPIPE transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Forward Purchase Shares are convertible) are permitted (any such transferees, the “Permitted Transferees”): (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members members, managers or partners of the Sponsor or their affiliates, any affiliates of the SponsorPurchasers, or any employees or advisors of the Company, the Purchasers or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) each case, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesForward Purchase Shares, whether any such transaction is to be settled by delivery of such SecuritiesForward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser (a) Each Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, the date following on which (x) the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination Closing on which or (y) the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) Each Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of agrees that it shall not Transfer any Private Placement Warrants (including the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the likeissuable upon exercise of such Private Placement Warrants) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor Sponsors or their respective affiliates, any affiliates of the SponsorSponsors, any employees or directors of such affiliates or any funds or accounts advised by the Sponsors or their respective affiliates, or to any employees of such affiliatesSponsor; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class B Shares A Ordinary Shares, as applicable, were originally purchased; (vif) in the case of a Sponsor, by virtue of the Purchaserlaws of the Cayman Islands, the laws of Israel or a Sponsor’s organizational documents upon liquidation or dissolution of the Purchaserany Sponsor; (viig) in the case of a Sponsor, as a distribution to members or limited partners of a Sponsor; (h) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Public Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vig) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this AgreementLetter Agreement and the other restrictions contained in this Letter Agreement (including provisions relating to voting, “Transfer” the Trust Account and liquidating distributions). (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, each Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Class A Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position or liquidation with respect exchangeable for, Class A Ordinary Shares held by it, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 4(h) of the Securities Exchange Act Underwriting Agreement. The provisions of 1934, as amended this paragraph (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunderd) with respect to, will not apply to (i) any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (ytransfer permitted under paragraph 5(c) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, hereof or (zii) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Forward Purchase Shares (or Forward Purchase Warrants, or any transfer or assignment by Sphera Fund of its right and obligation to purchase Forward Purchase Securities pursuant to the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserForward Purchase Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (Ai) one year after the completion of the Company’s initial Business Combination Closing and (Bii) subsequent to the completion of the Company’s initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the Company’s initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent Subject to a Business Combinationthe provisions set forth in paragraph 6(c), the closing price Sponsor and Insiders agree that they shall not effectuate any Transfer of the Class A Private Placement Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) Ordinary Shares until 30 days after the completion of the Company’s initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertibleb) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 6(a) and (b), Transfers of the Class B Founder Shares (and the Class A Private Placement Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, including to funds affiliated with B Capital Group (“B Capital”), and to direct or indirect members or partners of funds affiliated with B Capital or any employees of such affiliatesaffiliates thereof; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Founder Shares or Private Placement Shares, as applicable, were originally purchased; (vi) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (vii) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiiix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a the Company’s initial Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used restrictions and the other restrictions contained in this Agreementletter agreement. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriters, offer to sell, contract Transfer any Ordinary Shares or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934him, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaserapplicable.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) following the completion of an initial Business Combination, the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange capitalization, share capital exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units, Private Placement Shares, Private Placement Warrants or Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the Purchaserlaws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representative, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 3.32 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. (b) Subject to the provisions set forth in this Section 5(aparagraph 5(c). , the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units or the private placement shares and private placement warrants underlying such Private Placement Units until 30 days after the completion of an initial Business Combination. (c) [Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Units and the Class A Shares into which private placement shares and private placement warrants underlying the Class B Shares are convertible) Private Placement Units are permitted (ia) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, private placement warrants, private placement shares or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions.]1 (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the 1 MPM to review transfer restrictions. As used in this AgreementRepresentatives, “Transfer” shall mean the (x) sale ofTransfer any Units, offer to sellOrdinary Shares, contract Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 5(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it the Insider shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the Business Combination Closing completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the Business Combination Closing on which the Company completes we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary our public shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding (the foregoing, if, subsequent to a Business Combination, “Founder Shares Lock-up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units or the closing price of securities within the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) Private Placement Units until 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Units and the Class A Shares into which securities within the Class B Shares are convertible) Private Placement Units are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 [__] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser Insider agrees that it he shall not Transfer any Founder Shares held, if any (as defined below) any Class B the “Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertibleLock-up”), until the earlier earliest of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) following the completion of an initial Business Combination, the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. (b) Subject to the provisions set forth in this Section 5(aparagraph 5(c). , the Insider agrees that he shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and the Class A Ordinary Shares into which underlying the Class B Private Placement Warrants and the conversion of the Founder Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such the Sponsor or any of its affiliates; (ii) in the case of an individual, by gift to a member of the one of 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, by virtue of the laws of descent and distribution upon death of the such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Founder Shares or Private Placement Warrants, as applicable, were originally purchased; (vi) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (vii) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (viii) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiiix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (vi) ), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser (a) Director agrees that it he shall not Transfer any Founder Shares (as defined belowthe “ Founder Shares Lock-up ”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of a Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “ Founder Shares Lock-up Period ”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) days after period, 50% of the Business Combination Closing, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) Director agrees that he shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants, until 30 days after the completion of a Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 7(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; Sponsor (iib) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with at or prior to the consummation of a Business Combination at prices no greater than the price at which the Class B Shares shares or warrants were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; providedprovided , howeverhowever , that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Director shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him. As used Director acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this Agreementparagraph 7, “Transfer” the Company shall mean announce the (x) sale of, offer to sell, contract impending release or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of waiver by press release through a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within major news service at least two business days before the meaning of Section 16 effective date of the Securities Exchange Act release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of 1934, as amended (such press release. The provisions of this paragraph will not apply if the “Exchange Act”, release or waiver is effected solely to permit a transfer not for consideration and the rules transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and regulations for the duration that such terms remain in effect at the time of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser Director agrees that it he shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of a Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Business Combination Closingour initial business combination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Director agrees that he shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants, until 30 days after the completion of a Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; Sponsor (iib) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with at or prior to the consummation of a Business Combination at prices no greater than the price at which the Class B Shares shares or warrants were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Director shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him. As used The Director acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this Agreementparagraph 5, “Transfer” the Company shall mean announce the (x) sale of, offer to sell, contract impending release or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of waiver by press release through a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within major news service at least two business days before the meaning of Section 16 effective date of the Securities Exchange Act release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of 1934, as amended (such press release. The provisions of this paragraph will not apply if the “Exchange Act”, release or waiver is effected solely to permit a transfer not for consideration and the rules transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and regulations for the duration that such terms remain in effect at the time of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they have not Transferred and shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) from the Original Date until September 30, 2023 (the “Founder Shares Lock-up Period”), except as defined belowprovided in paragraph 5(c). (b) The Sponsor and Insiders agree that they have not effectuated any Class B Shares owned by it Transfer and shall not effectuate any Transfer of Private Placement Warrants or Common Stock underlying such warrants from the Class A Shares into which such Class B Shares are convertible, Original Date until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and Common Stock underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) to the extent (i) such Transfer(s) is made at a price no less than the daily volume-weighted average price on the trading day prior to such Transfer(s), as reported by Bloomberg; and (ii) the net proceeds from any such Transfer(s) made pursuant to this paragraph 5(b) do not exceed $1,350,000 in the aggregate and are used by the Sponsor to repay the Sponsor Debt, provided, however, that if such Transfer(s) is proposed to be made at a price that is less than the daily volume-weighted average price on the day prior to such Transfer(s), as reported by Bloomberg, Nuburu’s prior written consent must be obtained prior to any such Transfer(s); (c) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiid) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivindividual;(e) in the case of an individual, pursuant to a qualified domestic relations order; (vf) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class B Shares A Common Stock, as applicable, were originally purchased; (vig) by virtue of the Purchaserlaws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viih) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Stockholders having the right to exchange their Class A Shares Common Stock for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) and (c) through (vig) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representative, offer to sellTransfer any Units, contract Common Stock, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Common Stock held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 6(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, the date following on which (x) the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination Closing on which or (y) the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of agrees that it shall not Transfer any Private Placement Warrants (including the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the likeissuable upon exercise of such Private Placement Warrants) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, any employees or directors of such affiliates (including, for the avoidance of doubt, employees and directors of Lazard Ltd and its subsidiaries) or any employees of such funds or accounts advised by the Sponsor or its affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) such permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Class A Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Class A Ordinary Shares held by it. Notwithstanding the foregoing, transfers are permitted (i) to the Sponsor or its controlled affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made to the Company for no value for cancellation in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (viv) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Letter Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (AA)(i) one year with regards to 25% of the Founder Shares held by the Sponsor or any Insider, three years after the completion of the initial Business Combination, (ii) with regards to a further 25% of the Founder Shares held by the Sponsor or any Insider, four years after the completion of the initial Business Combination, (iii) with regards to any remaining Founder Shares held by the Sponsor or any Insider, five years after the completion of the initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing, if, subsequent to a Business Combination, the closing price “Founder Shares Lock-up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) underlying such warrants until 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 [•] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date following the Business Combination Closing on which the Company completes we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for agrees that it shall not Transfer any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) Private Units until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Units and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Units are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, any employees or directors of such affiliates or any employees of such funds or accounts advised by the Sponsor or its affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Units or Class A Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) such permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Class A Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Class A Ordinary Shares held by it. Notwithstanding the foregoing, transfers are permitted (i) to the Sponsor or and its controlled affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made to the Company for no value for cancellation in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (viv) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Letter Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer (as defined belowi) any Class B Founder Shares, Forward Purchase Securities (including any Ordinary Shares owned by it and issuable upon exercise of the Class A Forward Purchase Warrants), Private Placement Shares into which such Class B or Working Capital Shares are convertible, until the earlier of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares Ordinary Shares for cash, securities or other property and (ii) any Class L Ordinary Shares, other than in connection with a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. ; provided that any Ordinary Shares issued upon conversion of any Class L Ordinary Shares will not be subject to such restrictions on Transfer. (b) Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to provisions set forth in this Section paragraph 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Founder Shares, Forward Purchase Securities (including any Ordinary Shares issuable upon exercise of the Forward Purchase Warrants), Private Placement Shares, Working Capital Shares or Class B L Ordinary Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (ia) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Forward Purchase Securities (or Ordinary Shares issuable upon exercise of the Forward Purchase Warrants), Private Placement Shares, Working Capital Shares or Class B Shares L Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representative, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in paragraph 5(b) of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of this Agreement and Section 16 [6(h)] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, Forward Purchase Securities until the earlier of (A) one year 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyinitial Partnering Transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the Sponsor “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the SponsorPurchaser, any affiliates of the Purchaser, or any employees of any such affiliates; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the Class B Shares securities were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (viiF) in the event of the Company’s liquidation prior to the completion of a Business CombinationPartnering Transaction; or (viiiG) in the event of the Company’s completion of a liquidation, merger, share exchange capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business CombinationPartnering Transaction; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it it, she or he shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-Up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty (150) days after such initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-Up Period”). (b) The Sponsor and each Insider, ifwith respect to itself, subsequent to a Business Combinationherself or himself, the closing price as applicable, agree that it, she or he shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any underlying such Private Placement Warrants until thirty (30) trading day period commencing at least one hundred and fifty (150) days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in Sections 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, or any employees of such affiliates or any funds or accounts advised by the Sponsor or its affiliates; , (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; , (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; , (ivd) in the case of an individual, pursuant to a qualified domestic relations order; , (ve) by private sales transfers or by other transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; , (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the Purchaser; Sponsor, (viig) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; Combination or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that that, in the case of clauses (ia) through (vi) f), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used restrictions and the other restrictions contained in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending one-hundred-eighty (180) days after such date, “Transfer” shall mean the (x) sale ofSponsor and each Insider, offer to sell, contract or agreement to sell, hypothecation, 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 itself, herself or decrease of a call equivalent position (within himself, as applicable, agree that it, she or he shall not, without the meaning of Section 16 prior written consent of the Securities Exchange Act of 1934Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as amended (the “Exchange Act”applicable, and the rules and regulations subject to certain exceptions enumerated in Section [ ] of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer (as defined belowthe “Founder Shares Lock-up”) any Class B (i) 50% of the Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest to occur of: (x) the six-month anniversary of (A) one year after the date of the consummation of the Company’s initial Business Combination Closing and (By) the date following the Business Combination Closing on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day person following the consummation of the Company’s initial business combination; and (ii) with respect to the remaining 50% of the Founder Shares until the six-month anniversary of the date of the consummation of the Company’s initial Business Combination, or in either case of clause (i) or (ii), earlier if, subsequent to an initial Business Combination, the Company completes consummates a subsequent liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-Up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of the Private Placement Shares until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to provisions set forth in this Section paragraph 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Founder Shares (and the Class A Shares into which the Class B Private Placement Shares are convertible) are permitted permitted: (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or Sponsor, their affiliates, or any affiliates of the Sponsor, or any employees of or such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection the consummation of a Business Combination at prices no greater than the price at which the Class B Founder Shares or Private Placement Shares, as applicable, were originally purchased; (vif) pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viih) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vig) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (c) Without limiting the obligations under this paragraph 5, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such date the Representative shall not sell, transfer, assign, pledge or hypothecate any of its Founder Shares or Private Placement Shares, or subject any such securities to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities, except as provided in FINRA Rule 5110(e)(1), which such restrictions shall not be subject to release or waiver, with or without the consent of the Representative, during the period commencing on the date of commencement of sales of the Public Offering and ending 180 days after such date. As used in this AgreementDuring the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the prior written consent of the Representative, (xi) sale ofsell, offer to sell, contract or agreement agree to sell, hypothecationhypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement agree to dispose of, directly or indirectly, or establishment establish or increase of a put equivalent position or liquidation with respect to liquidate or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC Commission promulgated thereunder) , with respect to any Units, Ordinary Shares (including, but not limited to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangementsFounder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Ordinary Shares owned by it, him or her, (yii) entry 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 the SecuritiesPrivate Placement Shares, Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, whether any such transaction is to be settled by delivery of such Securitiessecurities, in cash or otherwise, or (ziii) public announcement of publicly announce any intention to effect any transaction specified in clause (xi) or (yii). For Each of the avoidance Insiders, the Sponsor and the Representative acknowledges and agrees that, prior to the effective date of doubtany release or waiver of the restrictions set forth in this paragraph 5, this Section 5(a) the Company shall not restrict announce the ability to exercise any Forward Purchase Warrants in accordance with their termsimpending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. For Any release or waiver granted shall only be effective two business days after the further avoidance of doubt, “Transfer” does not include any transfer publication date of such Class B Shares (press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the Class A Shares into which transferee has agreed in writing to be bound by the Class B Shares are convertible) among any same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to Founder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units (including any of the Ordinary Shares, the Warrants, and Ordinary Shares issued or issuable upon exercise or conversion of such Warrants, included therein) until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in this Section paragraphs 5(a). Notwithstanding the first sentence hereinabove, 5(b) and 7(a), Transfers of the Class B Founder Shares (including any of the Ordinary Shares issuable upon the conversion of the Founder Shares) or Private Placement Units (including any of the Ordinary Shares, the Warrants, and the Class A Ordinary Shares into which the Class B Shares are convertibleissued or issuable upon exercise or conversion of such Warrants, included therein) are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees affiliates of such affiliatesthe Sponsor or the Sponsor’s members; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Ordinary Shares, Rights, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in [Section 16 6(h)] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and each Insider agree that it it, she or he shall not Transfer (as defined below) any Class B Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agree that it, if, subsequent to a Business Combination, the closing price he or she shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) underlying such warrants until 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (i) to the Company’s officers or directorsdirectors (including any future independent director), any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vi) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (vii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiiix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser Insider agrees that it he shall not Transfer (as defined belowi) any Class B Founder Shares, Forward Purchase Securities (including any Ordinary Shares owned issuable upon exercise of the Forward Purchase Warrants), Private Placement Shares or Working Capital Shares held by it and the Class A Shares into which such Class B Shares are convertiblehim, if any, until the earlier of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares Ordinary Shares for cash, securities or other property and (ii) any Class L Ordinary Shares held by him, if any, other than in connection with a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. ; provided that any Ordinary Shares issued upon conversion of any Class L Ordinary Shares will not be subject to such restrictions on Transfer. (b) Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to provisions set forth in this Section paragraph 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Founder Shares, Forward Purchase Securities (including any Ordinary Shares issuable upon exercise of the Forward Purchase Warrants), Private Placement Shares, Working Capital Shares or Class B L Ordinary Shares (and held by the Class A Shares into which the Class B Shares are convertible) Insider, if any, are permitted (ia) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Forward Purchase Securities (or Ordinary Shares issuable upon exercise of the Forward Purchase Warrants), Private Placement Shares, Working Capital Shares or Class B Shares L Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor, Valuence Partners and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Sponsor, Valuence Partners and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesaffiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; (j) as permitted under paragraph 11 of this Letter Agreement or in the case of the Sponsor, a Transfer of certain Founder Shares Sponsor to Valuence Partners at or around the time of the consummation of the Public Offering; or (k) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through (j) above; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor, Valuence Partners and each Insider shall mean not, without the (x) sale ofprior written consent of either Representative, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 6(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser (a) Director agrees that it he shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of a Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “ Founder Shares Lock-up Period ”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) days after period, 50% of the Business Combination Closing, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) Director agrees that he shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants, until 30 days after the completion of a Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 7(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; Sponsor (iib) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with at or prior to the consummation of a Business Combination at prices no greater than the price at which the Class B Shares shares or warrants were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; providedprovided , howeverhowever , that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Director shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by him. As used Director acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this Agreementparagraph 7, “Transfer” the Company shall mean announce the (x) sale of, offer to sell, contract impending release or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of waiver by press release through a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within major news service at least two business days before the meaning of Section 16 effective date of the Securities Exchange Act release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of 1934, as amended (such press release. The provisions of this paragraph will not apply if the “Exchange Act”, release or waiver is effected solely to permit a transfer not for consideration and the rules transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and regulations for the duration that such terms remain in effect at the time of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) 30- trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. (b) Subject to the provisions set forth in this Section 5(aparagraph 5(c). , the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants or Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 5(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser Each of the BSOF Entities agrees that that, without the prior written consent of the Company or the Sponsor, it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertibleconvertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Lock-up Shares”), until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding property (the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub“Lock-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(aup Period”). Notwithstanding the first sentence hereinabove, Transfers of the Class B Lock-up Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s BSOF Entities’ officers or directors, any affiliates or family members of any of the Company’s BSOF Entities’ officers or directors, any members or partners of the Sponsor BSOF Entities or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliatesBSOF Entities; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viiivii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the BSOF Entities; (x) to affiliates of the BSOF Entities, to any investment fund or other entity controlled, managed or advised by Blackstone Alternative Solutions L.L.C. or its affiliates, or to any investment manager or investment advisor of the BSOF Entities or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Lock-up Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesLock-up Shares, whether any such transaction is to be settled by delivery of such SecuritiesLock-up Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and each Insider agree that it it, she or he shall not Transfer (as defined below) any Class B Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agree that it, if, subsequent to a Business Combination, the closing price he or she shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) underlying such warrants until 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (i) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vi) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (vii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiiix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 5(h) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and Founders agree that it they shall not Transfer any Founder Shares (as defined belowthe “ Founder Shares Lock-up ”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of a Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “ Founder Shares Lock-up Period ”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) days after period, 50% of the Business Combination Closing, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Sponsor and Founders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants, until 30 days after the completion of a Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; Sponsor (iib) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with at or prior to the consummation of a Business Combination at prices no greater than the price at which the Class B Shares shares or warrants were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; providedprovided , howeverhowever , that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and the Founders shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it or him, as applicable. As used The Sponsor and the Founders acknowledge and agree that, prior to the effective date of any release or waiver of the restrictions set forth in this Agreementparagraph 5, “Transfer” the Company shall mean announce the (x) sale of, offer to sell, contract impending release or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of waiver by press release through a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within major news service at least two business days before the meaning of Section 16 effective date of the Securities Exchange Act release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of 1934, as amended (such press release. The provisions of this paragraph will not apply if the “Exchange Act”, release or waiver is effected solely to permit a transfer not for consideration and the rules transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and regulations for the duration that such terms remain in effect at the time of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. The Each Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares Forward Purchase Securities owned by it and the Class A Shares into which such Class B Shares are convertibleit, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities shall be released from the lockup lock-up referred to in this Section 5(a4(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees direct or indirect shareholders of such affiliatesPurchaser; (ii) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Forward Purchase Securities were originally purchased; (vi) by virtue of the Purchaser’s organizational documents laws of the Cayman Islands upon liquidation or dissolution of the such Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viii) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combinationproperty; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a4(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that until the earlier of the Maturity Date and the date all Prepaid Forward Shares and $4,982,762 in gross proceeds of Purchased Shares and Non-Redemption Shares have been sold in accordance with the provisions of this Agreement, it shall not Transfer (any Prepaid Forward Shares, Purchased Shares or Non-Redemption Shares except as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertycompliance with this Agreement. Notwithstanding the foregoing, ifafter gross proceeds of $4,982,762 from the sale of Purchased Shares and Non-Redemption Shares are received by Purchaser, subsequent to a Business Combinationtransfers of any remaining Purchased Shares and Non-Redemption Shares are permitted (any such transferees, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like“Permitted Transferees”) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members members, managers or partners of the Sponsor or their affiliates, any affiliates of the SponsorPurchaser, or any employees or advisors of the Company, the Purchaser or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) each case, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesForward Purchase Shares, whether any such transaction is to be settled by delivery of such SecuritiesForward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of the Company’s initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. (b) Subject to the provisions set forth in this Section 5(aparagraph 5(c). , the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants or Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 5(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 30 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Working Capital Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants, Ordinary Shares (underlying the Private Placement Warrants, Working Capital Warrants and Ordinary Shares underlying the Class A Shares into which the Class B Shares are convertible) Working Capital Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor or their affiliates, to any affiliates member of the Sponsor, Sponsor or any employees of such their affiliates; (iib) in the case of an individual, by as a gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Ordinary Shares or Warrants were originally purchased; (vif) by virtue of the Purchaserlaws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; (h) by Sponsor to each Underwriter pursuant a transfer agreement between the Sponsor and each Underwriter each entered into on November 23, 2021 or (viiii) in the event of, subsequent to the completion of an initial Business Combination, the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combinationproperty; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used . (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative (and in this Agreementthe case of Representative as a stockholder, “Transfer” shall mean also with the (x) sale ofconsent of the Company and only if such waiver does not conflict with FINRA Rule 5110), offer to sellTransfer any Units, contract Ordinary Shares, Private Placement Warrants, Working Capital Warrants or agreement to sell, hypothecation, pledge, grant of other warrants or any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934him, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaserapplicable.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, the date following on which (x) the closing price of the Company’s Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination Closing on which or (y) the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of agrees that it shall not Transfer any Private Placement Warrants (including the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the likeissuable upon exercise of such Private Placement Warrants) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Placement Warrants and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, any employees or directors of such affiliates (including, for the avoidance of doubt, employees and directors of Lazard Ltd and its subsidiaries) or any employees of such funds or accounts advised by the Sponsor or its affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Class A Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) such permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Class A Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Class A Ordinary Shares held by it. Notwithstanding the foregoing, transfers are permitted (i) to the Sponsor or and its controlled affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made to the Company for no value for cancellation in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (viv) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Letter Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor and each Insider, severally and not jointly, agrees that it shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing completion of the initial business combination and (B) subsequent to the initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date following the Business Combination Closing on which the Company completes we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders Public Shareholders having the right to exchange their ordinary shares of the Company Public Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-up Period”). (b) The Sponsor and each Insider, ifseverally and not jointly, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for agrees that it shall not Transfer any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) Private Units until 30 days after the completion of an initial Business Combination Closing(the “Private Placement Units Lock-up Period” and, together with the Founder Shares Lock-up Period, the Class B Shares “Lock-up Periods”). (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and 5(b), Transfers of the Class B Shares (Founder Shares, Private Units and the Class A Ordinary Shares into which underlying the Class B Shares are convertible) Private Units are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, any employees or directors of such affiliates or any employees of such funds or accounts advised by the Sponsor or its affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Founder Shares, Private Units or Class A Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Public Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) such permitted transferees must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Class A Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Class A Ordinary Shares held by it. Notwithstanding the foregoing, transfers are permitted (i) to the Sponsor or and its controlled affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; or (v) by private sales or transfers made to the Company for no value for cancellation in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (i) through (viv) these such permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Letter Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares and/or Class C Shares into which such the Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares and/or Class C Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares and/or Class C Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viiivii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements; provided, that for so long as the restrictions on Transfer set forth in the first sentence of Section 7(b) of this Agreement remain in effect, no such pledges shall be effected by the Sponsor or Xxxx X. Xxxxx (including any controlled affiliates of Xxxx X. Xxxxx) without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. (b) Subject to the provisions set forth in this Section 5(aparagraph 5(c). , the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units or the private placement shares and private placement warrants underlying such Private Placement Units until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Units and the Class A Shares into which private placement shares and private placement warrants underlying the Class B Shares Private Placement Units are convertible) are permitted permitted: (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units, private placement shares and private placement warrants underlying the Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these the transfer restrictions. As used restrictions set forth in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Underwriter, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 5(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser (a) Director agrees that it she shall not Transfer any Founder Shares (as defined belowthe “ Founder Shares Lock-up ”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of a Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “ Founder Shares Lock-up Period ”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) days after period, 50% of the Business Combination Closing, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) Director agrees that she shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants, until 30 days after the completion of a Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 7(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor, or any employees of such affiliates; Sponsor (iib) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with at or prior to the consummation of a Business Combination at prices no greater than the price at which the Class B Shares shares or warrants were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; (viig) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiih) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; providedprovided , howeverhowever , that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, Director shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by her. As used Director acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this Agreementparagraph 7, “Transfer” the Company shall mean announce the (x) sale of, offer to sell, contract impending release or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of waiver by press release through a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within major news service at least two business days before the meaning of Section 16 effective date of the Securities Exchange Act release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of 1934, as amended (such press release. The provisions of this paragraph will not apply if the “Exchange Act”, release or waiver is effected solely to permit a transfer not for consideration and the rules transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and regulations for the duration that such terms remain in effect at the time of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchasertransfer.

Lock-up; Transfer Restrictions. (a) The Purchaser Sponsor agrees that it shall not Transfer (as defined below) any shares of Parent Class B Shares owned by it and Stock (or any the Class A Shares into which shares of Parent Common Stock issuable upon conversion of such Class B Shares are convertible, shares in connection with the Closing) (the “Sponsor Lock-up”) until the earlier of (A) one year after the Business Combination Closing Date and (B) the date following the Business Combination Closing Date on which the Company Parent completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the CompanyParent’s ordinary shareholders stockholders having the right to exchange their ordinary shares of the Company Parent Common Stock for cash, securities or other propertyproperty (the “Sponsor Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, if the closing price of the Class A Shares Closing Share Price equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizationstock dividends, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Business Combination ClosingClosing Date, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shares of Parent Common Stock shall be released from the lockup referred to in this Section 5(a). Sponsor Lock-up. (b) The Sponsor agrees that it shall not effectuate any Transfer of Private Placement Warrants or Parent Common Stock underlying such Private Placement Warrants until thirty (30) days after the Closing Date. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 8(a) and (b), Transfers of the shares of Parent Class B Shares Common Stock (or any the shares of Parent Common Stock issuable upon conversion of such shares in connection with the Closing), Private Placement Warrants and shares of Parent Common Stock underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (i) to the CompanyParent’s officers or directors, any affiliates affiliate or family members member of any of the CompanyParent’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaserlaws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; or (viivi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viii) in the event of the CompanyParent’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the CompanyParent’s shareholders stockholders having the right to exchange their Class A Shares Parent Common Stock for cash, securities or other property subsequent to the completion of a Business CombinationClosing; provided, however, that in the case of clauses (i) through (viv) these permitted transferees must enter into a written agreement with Parent agreeing to be bound by these transfer restrictions. . (d) As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.herein,

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it it, she or he shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-Up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty (150) days after such initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-Up Period”). (b) The Sponsor and each Insider, ifwith respect to itself, subsequent to a Business Combinationherself or himself, the closing price as applicable, agree that it, she or he shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any underlying such Private Placement Warrants until thirty (30) trading day period commencing at least one hundred and fifty (150) days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in Sections 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, or any employees of such affiliates or any funds or accounts advised by the Sponsor or its affiliates; , (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; , (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; , (ivd) in the case of an individual, pursuant to a qualified domestic relations order; , (ve) by private sales transfers or by other transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; , (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the Purchaser; Sponsor, (viig) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; Combination or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that that, in the case of clauses (ia) through (vi) f), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used restrictions and the other restrictions contained in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending one-hundred-eighty (180) days after such date, “Transfer” shall mean the (x) sale ofSponsor and each Insider, offer to sell, contract or agreement to sell, hypothecation, 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 itself, herself or decrease of a call equivalent position (within himself, as applicable, agree that it, she or he shall not, without the meaning of Section 16 prior written consent of the Securities Exchange Act of 1934Representative, Transfer any Units, Ordinary Shares, Public Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as amended (the “Exchange Act”applicable, and the rules and regulations subject to certain exceptions enumerated in Section 5(h) of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. a. The Purchaser Sponsor and each Insider agrees that it they shall not Transfer any Founder Shares (as defined belowor any Ordinary Shares issuable upon conversion thereof) any Class B (the “Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, Lock-up”) until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred Founder Shares Lock-up. b. The Sponsor and each Insider agrees not to in this Section 5(a). effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares and Private Placement Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (and the Class A Shares into which the Class B Shares that have complied with this paragraph 5(c)), are convertible) are permitted permitted: (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vii) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” shall mean neither the (x) sale ofSponsor nor any Insider shall, offer to sellwithout the prior written consent of the Representative, contract Transfer any Units, Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it they shall not Transfer (as defined belowthe “Founder Shares Lock-up”) any Class B (i) 50% of the Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest to occur of: (x) the six-month anniversary of (A) one year after the date of the consummation of the Company’s initial Business Combination Closing and (By) the date following the Business Combination Closing on which the closing price of the Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day person following the consummation of the Company’s initial business combination; and (ii) with respect to the remaining 50% of the Founder Shares until the six-month anniversary of the date of the consummation of the Company’s initial Business Combination, or in either case of clause (i) or (ii), earlier if, subsequent to an initial Business Combination, the Company completes consummates a subsequent liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-Up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of the Private Placement Units, the Private Placement Warrants, the Ordinary Shares that are included in the Private Placement Units or the Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share provisions set forth in paragraphs 5(a) and (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(ab). Notwithstanding the first sentence hereinabove, Transfers of the Class B Founder Shares, the Private Placement Units, the Private Placement Warrants, the Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted: (and the Class A Shares into which the Class B Shares are convertible) are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or Sponsor, their affiliates, or any affiliates of the Sponsor, or any employees of or such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viih) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vig) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934him, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaserapplicable.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Former Sponsor, the New Sponsor, the Former Insiders and the New Insiders agree that it they shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the completion of an initial Business Combination Closing and (B) following the completion of an initial Business Combination, the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other propertyproperty (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizationcapitalizations, share consolidations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (a 30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Company’s initial Business Combination ClosingCombination, the Class B Founder Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a). Founder Shares Lock-up. (b) The Former Sponsor, the New Sponsor, the Former Insiders and the New Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Former Sponsor, the New Sponsor or their affiliates, any affiliates of the Former Sponsor, the New Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (vif) to the New Sponsor pursuant to that certain Securities Purchase Agreement, dated July 12, 2023, by and between the Former Sponsor and the New Sponsor; (g) by virtue of the PurchaserNew Sponsor’s organizational documents upon liquidation or dissolution of the PurchaserNew Sponsor; (viih) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiij) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vig) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the . (xd) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser[Reserved.]

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agree that it it, she or he shall not Transfer (as defined below) any Class B Founder Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the completion of an initial Business Combination Closing and (B) subsequent to an initial Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period commencing at least one-hundred-fifty (150) days after such initial Business Combination, or (y) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company Ordinary Shares for cash, securities or other property. Notwithstanding property (the foregoing“Founder Shares Lock-Up Period”). (b) The Sponsor and each Insider, ifwith respect to itself, subsequent to a Business Combinationherself or himself, the closing price as applicable, agree that it, she or he shall not effectuate any Transfer of the Class A Private Placement Warrants or Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any underlying such Private Placement Warrants until thirty (30) trading day period commencing at least one hundred and fifty (150) days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in Sections 5(a) and (b), Transfers of the Class B Founder Shares, Private Placement Warrants and Ordinary Shares (and underlying the Class A Shares into which the Class B Shares are convertible) Private Placement Warrants are permitted (ia) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any direct or indirect members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, or any employees of such affiliates or any funds or accounts advised by the Sponsor or its affiliates; , (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; , (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; , (ivd) in the case of an individual, pursuant to a qualified domestic relations order; , (ve) by private sales transfers or by other transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; , (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the Purchaser; Sponsor, (viig) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; Combination or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that that, in the case of clauses (ia) through (vi) f), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used restrictions and the other restrictions contained in this Letter Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending one-hundred-eighty (180) days after such date, “Transfer” shall mean the (x) sale ofSponsor and each Insider, offer to sell, contract or agreement to sell, hypothecation, 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 itself, herself or decrease of a call equivalent position (within himself, as applicable, agree that it, she or he shall not, without the meaning of Section 16 prior written consent of the Securities Exchange Act of 1934Representatives, Transfer any Units, Ordinary Shares, Public Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as amended (the “Exchange Act”applicable, and the rules and regulations subject to certain exceptions enumerated in Section 5(h) of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. (a) The Purchaser agrees Sponsor and the Insiders agree that it the Insider shall not Transfer any Founder Shares (as defined belowthe “Founder Shares Lock-up”) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier earliest of (A) one year after the Business Combination Closing completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the Business Combination Closing on which the Company completes we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary our public shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property. Notwithstanding , (the foregoing, if, subsequent to a Business Combination, “Founder Shares Lock-up Period”). (b) The Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Units or the closing price of securities within the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) Private Placement Units until 30 days after the completion of an initial Business Combination Closing, the Class B Shares Combination. (and the Class A Shares into which the Class B Shares are convertiblec) shall be released from the lockup referred to in this Section 5(a). Notwithstanding the first sentence hereinaboveprovisions set forth in paragraphs 5(a) and (b), Transfers of the Class B Shares (Founder Shares, Private Placement Units and the Class A Shares into which securities within the Class B Shares are convertible) Private Placement Units are permitted (ia) to the Company’s officers or directors, any affiliates affiliate or family members member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (iib) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iiic) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivd) in the case of an individual, pursuant to a qualified domestic relations order; (ve) by private sales or transfers made (i) in connection with any forward purchase agreement or similar arrangement or (ii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Founder Shares, Private Placement Units or Ordinary Shares, as applicable, were originally purchased; (vif) by virtue of the PurchaserSponsor’s organizational documents upon liquidation or dissolution of the PurchaserSponsor; (viig) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (viiii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of a an initial Business Combination; provided, however, that in the case of clauses (ia) through (vif) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, “Transfer” the Sponsor and each Insider shall mean not, without the (x) sale ofprior written consent of the Representatives, offer to sellTransfer any Units, contract Ordinary Shares, Warrants or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectlyother securities convertible into, or establishment exercisable or increase of a put equivalent position exchangeable for, Ordinary Shares held by it, her or liquidation with respect him, as applicable, subject to or decrease of a call equivalent position (within the meaning of certain exceptions enumerated in Section 16 [●] of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the PurchaserUnderwriting Agreement.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other propertyproperty (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 5(a6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates or direct or indirect shareholders of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift or a transfer to a member member(s) of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, or an affiliate of such person person, or in the case of any other Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; or (viiivii) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Shares ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or shareholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an award and/or order of a tribunal, court or regulatory agency; provided, however, that in the case of clauses (i) through (viv) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 5(a6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.