Common use of Lock-Up Clause in Contracts

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During (a) Subject to Sections 7(b) and 7(c), each NET Power Holder agrees with the period commencing on Company that it, he or she shall not Transfer any Lock-up Shares of such NET Power Holder (if any and including to the date hereof and ending on and including extent applicable) until the 180th day following end of the date of this Agreement, applicable Lock-up Period (the “Lock-Up Periodup”) ). For the avoidance of doubt, the Lock-up shall not apply to notany Company Interests, without the prior written consent warrants or other securities of the Representatives Company (which consent may be withheld at whether acquired in the sole discretion of the Representatives)open market, directly from the Company, upon exercise of any warrants or indirectly offer, sell (including otherwise) other than the Lock-up Shares. Nothing in any short sale), assign, transfer, pledge, contract this Section 7 shall prohibit a NET Power Holder from the establishment of a trading plan pursuant to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) 10b5-1 promulgated under the Exchange Act or otherwise dispose ofAct, or announce provided that such plan does not provide for the offering of, or file any registration statement under Transfer of Lock-Up Shares during the Securities Act Lock-Up Period. (b) Notwithstanding the provisions set forth in respect ofSection 7(a), any UnitsNET Power Holder or its Permitted Transferees may Transfer the Lock-up Shares of such NET Power Holder (if any and to the extent applicable) during the Lock-up Period (i) to any of such NET Power Holder’s Permitted Transferees; or (ii) in connection with a liquidation, Common Stockmerger, optionsstock exchange, rights reorganization, tender offer approved by the Board or warrants a duly authorized committee thereof or other similar transaction which results in all of the Company’s Stockholders having the right to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into exchange their shares of Common Stock (including any Company Interests exchangeable for shares of Common Stock in connection therewith) for cash, securities or other than property subsequent to the Closing Date. (c) Notwithstanding the provisions set forth in Section 7(a), the retirement of shares of Class B Common Stock pursuant to Section 4.3(b) of the Charter shall not be deemed a Transfer for purposes of this Section 7. (d) With respect to Price-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the last sale price of the Class A Common Stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) (the “trading share price”) on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is contemplated the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least 15 days after the Closing, exceeds (i) $12.00 per share, then each of the NET Power Holders, together with its Permitted Transferees, may Transfer their Price-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7 in an amount up to one-third of the Price-Based Lock-up Shares Beneficially Owned by such NET Power Holder and its Permitted Transferees, in each case, in the aggregate as of immediately following the Closing (the aggregate Price-Based Lock-up Shares, as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like, the “NET Power Holders Price-Based Shares”) during the Lock-Up Period without restriction under this Section 7, (ii) $14.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer up to an additional one-third of its NET Power Holders Price-Based Shares in excess of the NET Power Holders Price-Based Shares described in the foregoing clause (i) (i.e., up to two-thirds of its NET Power Holders Price-Based Shares in the aggregate) without restriction under this Section 7, and (iii) $16.00 per share, then each NET Power Holder, together with its Permitted Transferees, may Transfer any of its NET Power Holders Price-Based Shares without restriction under this Section 7. (e) With respect to Time-Based Lock-up Shares, notwithstanding anything contained herein to the contrary, if, following the Closing, the trading share price on the principal exchange on which such securities are then listed or quoted, which as of the date hereof is the NYSE, for any 20 trading days within any 30 consecutive trading-day period commencing at least six months after the date of Closing, exceeds $12.00 per share, then the NET Power Holders, together with their Permitted Transferees, may Transfer any of their Time-Based Lock-up Shares during the Lock-up Period without restriction under this Section 7. (f) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that, (i) if any Time-Based Lock-up Shares of any NET Power Holder or Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Time-Based Lock-up Shares”) of any Sponsor Party (as defined in the Sponsor Letter Agreement), are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Time-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Time-Based Lock-up Shares or Sponsor Time-Based Lock-up Shares subject to such release; and (ii) if any Price-Based Lock-up Shares of any NET Power Holder or Extended Lock-up Shares (as defined in the Sponsor Letter Agreement, “Sponsor Price-Based Lock-up Shares”) of and Sponsor Party, are directly or indirectly (by waiver, amendment or otherwise) released from any of the restrictions on Transfer under this Section 7 or under the Sponsor Letter Agreement, as applicable, then the Price-Based Lock-up Shares of each other Stockholder Party, Sponsor Party or their Permitted Transferees, as applicable, shall, unless such person consents otherwise in writing, also be released in a proportionate manner, and at the same time or times, as the other Price-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares subject to such release. In the event that the Sponsor Letter Agreement is amended or otherwise modified in a manner with respect to the Sponsor Time-Based Lock-up Shares or Sponsor Price-Based Lock-up Shares favorable to Sponsor and such amendment or modification, if applied to this Agreement with respect to the Public Units) Time-Based Lock-up Shares or publicly announce any intention Price-Based Lock-up Shares, as applicable, would also be favorable to do any of the foregoingNET Power Holders, each such NET Power Holder shall be afforded the benefits of, and this Agreement shall be deemed amended or modified to give effect to, such amendment or modification. The Company will cause each of In the Company’s officers, directors and security holders prior event this Agreement is deemed amended or modified pursuant to the Offering to furnish to the Representativesimmediately preceding sentence, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent notify each NET Power Holder within two (2) business days of the Representatives occurrence of such amendment or modification. (which consent may be withheld at g) For the sole discretion avoidance of doubt, this Section 7 shall in no way limit any restrictions on or requirements relating to the Transfer of the Representatives). Notwithstanding Company Interests Beneficially Owned by the foregoing, NET Power Holders and their respective Permitted Transferees under applicable securities Laws or as otherwise set forth in this Agreement or the governing documents of the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise OpCo as of the option provided for in Section 3 date hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on (i) The Company and including the date hereof each of its directors, executive officers and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to existing 5% principal shareholders will not, without the prior written consent of the Representatives Representative, from the date of execution of this Agreement and continuing for a period of six (which consent may be withheld at 6) months beginning on the sole discretion date of commencement of sales of the Representativespublic equity offering (the “Lock-Up Period”), directly or indirectly (i) offer, sell (including in any short sale)pledge, assignannounce the intention to sell, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or announce the offering ofindirectly, or file any with the Commission a registration statement under the Securities Act in respect ofrelating to, any Units, Common Stock, options, rights Ordinary Share or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Ordinary Shares, or convertible (ii) enter into shares of Common Stock (any swap or other than is contemplated by this Agreement with respect to the Public Units) agreement that transfers, in whole or publicly announce any intention to do in part, any of the foregoingeconomic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company will cause each agrees not to accelerate the vesting of any option or warrant or the Company’s officers, directors and security holders lapse of any repurchase right prior to the Offering expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(o)(i) hereof shall not apply to: (i) the Offered Securities to furnish be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (include a transaction in which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell is issuing securities primarily for the Private Units, (b) issue and sell the Optional Units on exercise purpose of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationraising capital.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Private Placement Units, the Founder Shares, the Private Units, the Private Shares and the Private Placement Warrants and shares of Common Stock underlying the Private Placement Units and the Private Placement Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at Representative and the sole discretion of the Representatives)Underwriters, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, grant any option to purchase, make any short sale, hedge or otherwise dispose of (or enter into any swap, transaction or other agreement that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Securities (other than as contemplated hereunder), any other Units) , ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Units (including the Subunits and Warrants thereunder), and the Working Capital Warrants and any Class A Ordinary Shares underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants, (b2) issue and sell the Optional Option Units on exercise of the option provided for in Section 3 hereof1.2, (c3) issue shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with the initial Business Combination and (4) register with the Commission pursuant to the Registration Rights Agreement, Agreement in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Insider Founder Shares, the Private UnitsRepresentative’s Shares, the Private Shares Placement Units (including the Subunits and Warrants thereunder), the Working Capital Warrants and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Placement Units (including the Subunits and Warrants thereunder) and the Private Warrants and (d) issue securities in connection with Working Capital Warrants; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall future independent director of the Company issue (as long as such future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockClass A Ordinary Shares, options, rights or warrants to acquire shares of Common Stock Class A Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Class A Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants Rights and shares of Common Stock Class A Ordinary Shares underlying the Private Units and the Private Warrants Rights and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stockordinary shares, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference , in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Class A Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, The Company will not without the prior written consent of the Representatives Citigroup Global Markets Inc. and VTB Capital plc, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing or confidential submission (or participation in the filing or confidential submission) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common StockOrdinary Shares, options, rights Warrants or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Founder Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Warrants, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder Shares and the Private Placement Warrants (and shares any Ordinary Shares issued or issuable upon the conversion or exercise of Common Stock underlying the any such Founder Shares or Private Units and the Private Warrants Placement Warrants) and (d5) contract to sell, and issue securities Ordinary Shares and other securities, in connection with the completion of an Initial Business Combination or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Letter Agreement; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering (other than the Anchor Investors) to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company and the Company shall not release any such party from such “lock-up” restrictions restrictions, or the Anchor Investors from any lock-up provision contained in the applicable Anchor Subscription Agreements, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Placement Units, the Private Founder Shares and the Private Placement Warrants and shares of Common Stock underlying the Private Placement Units and the Private Warrants Placement Warrants, (d) register with the commission pursuant to the Forward Purchase Agreement, in accordance with the terms of the Forward Purchase Agreement, the resale of the Forward Purchase Securities, and (de) issue securities in connection with a Business Combination, including the Forward Purchase Securities; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on The Stockholder hereby covenants and including agrees that between the date hereof and ending on and including the 180th day following the date termination of this AgreementAgreement in accordance with its terms, the Stockholder will not (the “Lock-Up Period”a) to not, without the prior written consent of the Representatives Transfer any Covered Company Shares or (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in b) take any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do action that would make any of its representations or warranties contained herein untrue or incorrect or have the foregoing. The Company will cause each effect of preventing or materially impeding the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party Stockholder from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)performing its obligations under this Agreement. Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combinationany Transfer not involving or relating to any Company Acquisition Proposal, the Stockholder may (i) Transfer any or all of its Covered Company Shares (A) to any Affiliate of the Stockholder (B) by will or by operation of law upon the death of the Stockholder or Transfers to immediate family members, trusts for the benefit of the Stockholder or any immediate family members for estate planning purposes, or, (C) in connection with bona fide gifts to charitable organizations or other gift Transfers, and (ii) with respect to the Stockholder’s Company Equity Awards that vest or are exercised on or prior to the Termination Date, Transfer Covered Company Shares to the Company in order to satisfy any required withholding taxes applicable upon the such vesting or exercise of such Company Equity Awards; provided, furtherhowever, that in no each case described in clauses (i)(A),(B) and (C) above, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Company Shares or any interest in any of such Covered Company Shares is Transferred shall have executed and delivered to Parent, Merger Sub I and Merger Sub II a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of the Covered Company issue Shares shall occur (including a sale by Stockholder’s trustee in any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockbankruptcy, or a sale to a purchaser at any shares creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of preferred stockthe initial transferee) shall take and hold such Covered Company Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in each case, that participate in any manner in full force and effect for the Trust Account or that vote as a class with the Common Stock on a Business CombinationVoting Period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockClass A Ordinary Shares, options, rights or warrants to acquire shares of Common Stock Class A Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Class A Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private UnitsPlacement Warrants, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, Private Placement Warrants, Forward Purchase Shares and warrants that may be issued upon conversion of working capital loans and the Class A Ordinary Shares (and any Class A Ordinary Shares issuable upon the exercise of the Private Units, the Private Shares and the Private Placement Warrants and shares or warrants issued upon conversion of Common Stock underlying the Private Units and the Private Warrants working capital loans) and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common StockClass A Ordinary Shares, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common StockClass A Ordinary Shares, or any shares of preferred stockshares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Class A Ordinary Shares on a Business Combination.

Lock-Up. During (i) Each Insider of the period commencing on and including Company, and, in addition, each beneficial owner of the date hereof and ending on and including Company holding the 180th day following the date of this Agreementoutstanding Ordinary Shares (or securities convertible into Ordinary Shares), (the “Lock-Up Period”) to will not, without the prior written consent of the Representatives Underwriter, from the date of execution of this Agreement and continuing for a period of six (6) months from the date on which consent may be withheld at the sole discretion trading of the RepresentativesOrdinary Shares on Nasdaq commences (the “Lock-Up Period”), directly or indirectly (i) offer, sell (including in any short sale)pledge, assignannounce the intention to sell, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within sell any option or contract to purchase, purchase any option or contract to sell, change the meaning terms of Rule 16a-1(h) under the Exchange Act or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or announce the offering ofindirectly, or file any with the Commission a registration statement under the Securities Act in respect of, relating to Ordinary Shares or any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable convertible into or exercisable or exchangeable for Ordinary Shares, or convertible (ii) enter into shares of Common Stock (any swap or other than is contemplated by this Agreement with respect to the Public Units) agreement that transfers, in whole or publicly announce any intention to do in part, any of the foregoingeconomic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company will cause each agrees not to accelerate the vesting of any option or warrant or the Company’s officers, directors and security holders lapse of any repurchase right prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities expiration of the Company, and the Company Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company mayapply to: (aA) issue and sell the Private UnitsSecurities, (bB) issue and sell any securities previously issued under Company incentive plans as described as outstanding in the Optional Units on exercise of the option provided for in Section 3 hereofOffering Materials, (cC) register with the Commission any options and other awards granted under a Company incentive plan or Ordinary Shares issued pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stockan employee stock purchase plan, in each case, that participate in any manner as described in the Trust Account Offering Materials, and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that vote as includes a class with bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the Common Stock on a Business Combinationequity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (D) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B hereto.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Placement Units, the Private Shares Placement Shares, Private Placement Warrants, Forward Purchase Securities and units that may be issued upon conversion of working capital loans and the Private Warrants and shares of Common Stock underlying and warrants included therein (and any shares of Common Stock issuable upon the exercise of the Private Units and Placement Warrants, Forward Purchase Warrants or warrants included in the Private Warrants units issued upon conversion of working capital loans) and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, mortgage, charge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public UnitsShares) or publicly announce any intention to do any of the foregoing. The Company will cause the Sponsor and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private UnitsPlacement Shares, (b) issue and sell the Optional Units Shares on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Private Placement Shares, the Private Units, the Private Forward Purchase Shares and the Private Warrants Ordinary Shares that may be issued upon conversion of Founder Shares, Alignment Shares and shares of Common Stock underlying the Private Units and the Private Warrants working capital loans and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares or Alignment Shares pursuant to their terms or any transfer of Founder Shares or Alignment Shares to any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stockshares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at Representative and the sole discretion of the Representatives)Underwriters, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, grant any option to purchase, make any short sale, hedge or otherwise dispose of (or enter into any swap, transaction or other agreement that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under with respect to the Securities Act in respect of(other than as contemplated hereunder), any other Units, shares of Common Stock, optionswarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Units (including the Subunits and Warrants thereunder), and the Working Capital Warrants and any shares of Common Stock underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants, (b2) issue and sell the Optional Option Units on exercise of the option provided for in Section 3 hereof1.2, (c3) issue shares or any securities convertible into, or exchangeable for, shares of Common Stock in connection with the initial Business Combination and (4) register with the Commission pursuant to the Registration Rights Agreement, Agreement in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Insider Founder Shares, the Private UnitsRepresentative’s Shares, the Private Shares Placement Units (including the Subunits and Warrants thereunder), the Working Capital Warrants and the Private Warrants and shares of Common Stock underlying the Private Placement Units (including the Subunits and Warrants thereunder) and the Private Warrants and (d) issue securities in connection with Working Capital Warrants; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall future independent director of the Company issue (as long as such future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During Agreement. ------------------- (a) Each Holder agrees, if so requested by the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly Company or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares underwriter of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, not to sell, grant any option or right to buy or sell, or otherwise transfer or dispose in any manner (whether in privately-negotiated or open-market transactions) of any Common Stock (or other securities) of the Company held by such Holder during the 180-day period following the effective date of the registration statement filed under the Act in connection with the initial public offering of the Common Stock, provided that: (i) such agreement shall apply only to the initial public offering of the Common Stock and (ii) all Holders, any holders of Common Stock whose securities are included in such registration statement, and all officers, directors and key employees of the Company shall not release any also enter into, and be bound by, similar agreements. Such agreement shall be in writing and in a form satisfactory to the Company and such party from such “lockunderwriter, and may be included in the underwriting agreement. The Company may impose stop-up” restrictions without transfer instructions with respect to the prior written consent securities subject to the foregoing restriction until the end of the Representatives (which consent may 180-day period. No Holder shall be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue so restricted unless all shareholders are similarly and sell the Private Units, proportionally restricted. (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereofEach Holder agrees that if, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares after its initial registered public offering of Common Stock, optionsthe Company proposes to offer any its Common Stock or other equity securities for sale to the public and: (i) if such Holder is an "affiliate" of the Company (e.g., rights because a general partner of the Holder is a director of the Company) or warrants to acquire shares otherwise holds beneficially or of record ten percent or more of the outstanding equity securities of the Company; (ii) if so requested by the Company or an underwriter of Common Stock or other securities exchangeable of the Company; and (iii) if all other similarly situated "affiliates" and ten- percent beneficial holders are requested by the Company and such underwriter to sign, and actually do sign, a lock-up agreement containing the restrictions described herein; then, such Holder will not sell, grant any option or exercisable for right to buy or convertible into shares of Common Stocksell, or any shares of preferred stock, in each case, that participate otherwise transfer or dispose in any manner to the public in the Trust Account or that vote as a class with the open-market transactions any Common Stock on a Business Combination(or other securities) of the Company held by such Holder during the 90-day period following the effective date of the registration statement filed under the Act. Such agreement shall be in writing and in form and substance reasonably satisfactory to the Holder, the Company and such underwriter. The Company may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the 90-day period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives during the period commencing on the date hereof and ending 180 days after the date of this Agreement: (which consent may be withheld at the sole discretion i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell file (including or participate in any short sale), assign, transfer, pledge, contract to sell, the filing of) a registration statement with the Commission or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose ofAct, or announce and the offering ofrules and regulations of the Commission promulgated thereunder, or file any registration statement under the Securities Act in with respect of, to any Units, shares of Common Stock, optionsWarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock Stock; (ii) enter into any swap or securities exchangeable other arrangement that transfers to another, in whole or exercisable for or convertible into in part, any of the economic consequences of ownership of any Units, shares of Common Stock Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (other than is contemplated by this Agreement with respect to the Public Unitsiii) or publicly announce any intention to do effect any transaction specified in clause (i) or (ii); or (iv) be released or release the Sponsor or any officer, director or director nominee of the foregoing. The Company will cause each of from the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “180-day lock-up” restrictions on disposition of securities of ups contained herein and in the CompanyInsider Letters; provided, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoinghowever, that the Company may: (a1) issue and sell the Private UnitsFirm Units in accordance with the terms of this Agreement, (b2) issue and sell the Optional Placement Units, (3) issue and sell the Option Units on exercise of the option Over-allotment Option provided for in Section 3 1.2 hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Sharessecurities covered thereby, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d4) issue and sell securities in connection with a Business Combination; provided. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the Insider Letters with prior notice of any such announcement that gives rise to an extension of the restricted period. If the Representative, furtherin its sole discretion, that agrees to release or waive the restrictions set forth in no case shall an Insider Letter for the Sponsor or an officer or director of the Company issue any shares and provides the Company with notice of Common Stock, options, rights the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver substantially in the Trust Account form of Exhibit A hereto at least three (3) Business Days before the effective date of the release or that vote as waiver, the Company agrees to announce the impending release or waiver by a class with press release substantially in the Common Stock on form of Exhibit B hereto through a major news service at least two Business CombinationDays before the effective date of the release or waiver.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Ordinary Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Warrants, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with the Initial Business Combination, (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Units, the Private Shares Placement Warrants and the Working Capital Warrants (and any Ordinary Shares issued or issuable upon exercise of any such Private Placement Warrants or the Working Capital Warrants and shares upon the conversion of Common Stock underlying the Private Units and the Private Warrants Founder Shares), and (d5) issue securities in connection with a the Initial Business Combination; provided. However, further, that in no case the foregoing shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter, filed herewith, at the time of such transfer; and as long as, to the extent any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Section 16 reporting obligation is triggered as a class with result of such transfer, any related Section 16 filing includes a practical explanation as to the Common Stock on a Business Combinationnature of the transfer). The Representatives in their sole discretion may release or waive the transfer restrictions set forth herein at any time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representatives.

Lock-Up. During the For a period commencing on and including the date hereof and ending on and including the 180th day following of 90 days from the date of this Agreementthe Prospectus, (the “Lock-Up Period”) to Company will not, without the prior written consent of the Representatives Xxxxxxx Xxxxx, (which consent may be withheld at the sole discretion of the Representatives), i) directly or indirectly indirectly, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, of any shares of Common Stock or announce the offering of, any securities convertible into or exercisable or exchangeable for Common Stock or file or caused to be filed any registration statement under the Securities 1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any Unitsdirectly or indirectly, the economic consequence of ownership of the Common Stock, options, rights whether any such swap or warrants transaction described in clause (i) or (ii) above is to acquire shares be settled by delivery of Common Stock or securities exchangeable other securities, in cash or exercisable for otherwise, or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to iii) publicly disclose the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company foregoing sentence shall not release any such party from such “lock-up” restrictions without apply to (A) the prior written consent of the Representatives (which consent may Securities to be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Unitssold hereunder, (bB) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and any shares of Common Stock underlying issued by the Private Units Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Private Warrants and Prospectus, (dC) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockStock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, options, rights the General Disclosure Package and the Prospectus or warrants to acquire (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or securities exchangeable or exercisable for or convertible into shares of Common Stockdividend reinvestment plan referred to in the Registration Statement, or any shares of preferred stockthe General Disclosure Package and the Prospectus If Xxxxxxx Xxxxx, in each caseits sole discretion, that participate agrees to release or waive the restrictions set forth in any manner a lock-up agreement described in this Section 4(l) hereof or a lock up letter described in Section 6(o) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees, if requested, to announce the impending release or waiver by a press release substantially in the Trust Account form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th one-hundred and eightieth (180th) day following the date of this Agreement, (the “Lock-Up Period”) to the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock as contemplated by this Agreement, (ii) issue Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described in the General Disclosure Package; (iii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the General Disclosure Package; (iv) sell or issue, or enter into an agreement to sell or issue, shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (iv) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (assuming full exercise or conversion of all outstanding convertible securities, rights, options and warrants of the Company into Common Stock); and further provided that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (iv) shall execute a “lock-up agreement” substantially in the form of Exhibit I hereto; and (v) adopt a new equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act, and (2) this clause (v) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually obligated to execute a “lock-up” agreement substantially in the form of Exhibit I hereto. The Company will cause each of the Company’s officers, directors person and security holders prior to the Offering entity listed in Schedule E to furnish to the Representatives, prior to the Initial Firm Closing Date, an Insider Letter, which contains, among other things, a “lock-up” restrictions on disposition agreement, substantially in the form of Exhibit I hereto. With respect to any securities of the Company, and the Company shall not release any such party from bound by such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoingagreements, the Company may: (a) issue and sell will direct the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for transfer agent to place stop transfer restrictions against any transfers not in Section 3 hereof, (c) register compliance with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationsuch “lock-up” agreements.

Lock-Up. During (a) Maverick/Prentice Lock-Up. (i) Subject to section 2.2(a)(ii), until the period commencing on and including date that is 90 days from the date hereof and ending on and including the 180th day following the date of this Agreement, (the “"Prentice/Maverick Initial Lock-Up Period”) to notTermination Date"), neither the Maverick Parties nor the Prentice Parties will, without the prior written consent of the Representatives Soros Parties, Rho and the Company, (which consent may be withheld at the sole discretion 1) sell, offer to sell, xxxxract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly indirectly, any shares of capital stock of the Company, (2) 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 shares of capital stock of the Company, or any securities exchangeable for or any other rights to purchase any shares of capital stock of the Company or (3) publicly announce an intention to effect any transaction specified in clause (1) or (2) (such restrictions being referred to herein as the "Prentice/Maverick Lock-Up Restrictions"). Notwithstanding anything to the contrary contained herein, the Prentice/Maverick Lock-Up Restrictions shall not apply to any sale of Common Stock by the Maverick Parties or the Prentice Parties to Rho or an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, or any other form of entity unaffiliated with Rho (a "Rho Co-Investor"), if (A) such sale is approved in writing by Rho and, to the extent required under Nasdaq rules and regulations, the Company's shareholders and (B) in the case of a sale to a Rho Co-Investor, the Rho Co-Investor was introduced to Prentice or Maverick (as applicable) by Rho. Notwithstanding anything to the contrary contained herein, the Maverick Parties and Prentice Parties hereby each covenant and agree that they will comply with the requirements of Section 2.1 with respect to any shares held by them as of the record date of any Company Stockholders' Vote with respect to the Stockholder Approval Condition or Board Restructuring Condition, regardless of any transaction effected pursuant to Section 2.2(a)(i)(1) or (2) hereof. (ii) The Prentice/Maverick Lock-Up Restrictions shall continue to apply with respect to the Prentice Parties or the Maverick Parties (as the case may be) until the one year anniversary of the Initial Closing (or such earlier date as Rho and/or Soros is permitted to sell securities that are subject to thx xxxk-up set forth in Section 2.2(b) hereof) if Rho and/or a Rho Co-Investor shall have offered, in writing, (and in the case of such a written offer, sell (including in any short salethe Prentice Parties or the Maverick Parties, as the case may be, shall not have accepted such an offer), assignon or prior to the Prentice/Maverick Initial Lock-Up Termination Date, transferto purchase for cash at least 50% (or, pledgein the case of Prentice, contract to sell, establish an open “put equivalent position” within 100%) of the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock owned by the Prentice Parties or securities exchangeable the Maverick Parties (as the case may be) as of the date hereof on pricing terms no less favorable than those included in the Securities Purchase Agreement, with such purchase to be consummated within 20 days of delivery of such written notice. In connection with any such sale to Rho and/or a Rho Co-Investor, neither the Prentice Parties nor the Maverick Parties (as the case may be) shall be required to make any representations or exercisable for or convertible into shares of Common Stock (other than is contemplated by warranties concerning the Company. Notwithstanding anything contained in this Agreement with respect Section 2.2(a)(ii) to the Public Unitscontrary, the lock-up restrictions applicable to (1) or publicly announce the Prentice Parties hereunder shall not apply to any intention to do transfer by any of the foregoing. The Company will cause each Prentice Parties to any person so long as Prentice Capital Management, L.P. remains the beneficial owner of the Company’s officers, directors transferred securities; and security holders prior (2) the Maverick Parties hereunder shall not apply to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities any transfer by any of the CompanyMaverick Parties to any person so long as Maverick Capital, and Ltd. remains the Company beneficial owner of the transferred securities. For purposes of this Section 2.2(a)(ii) only, the term "Prentice Parties" shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationinclude SAC.

Lock-Up. During (a) Liberty and each Electrum Group Holder hereby agrees that, if required by the managing underwriter, it will not, during the period commencing on and including the date hereof of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on and including the 180th day following the date of this Agreementspecified by the Company and the managing underwriter (such period not to exceed l80 days, (which period may be extended upon the “Lock-Up Period”) to not, without the prior written consent request of the Representatives (which consent may be withheld at managing underwriter for an additional period of up to 15 days if the sole discretion Company issues or proposes to issue an earnings or other public release within 15 days of the Representativesexpiration of the 180 day lock-up period), lend, offer, pledge, Contract to sell, sell any option or Contract to Transfer, purchase any option or Contract to sell, grant any option, right or warrant to purchase, or otherwise Transfer, directly or indirectly offerindirectly, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within shares of Equity Securities Beneficially Owned immediately before the meaning effective date of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under for such offering. The foregoing provisions of this Section 3.06 shall not apply to the sale of any Equity Securities Act to an underwriter pursuant to an underwriting agreement and shall only be applicable to Liberty and the Electrum Group Holders if all officers, directors and stockholders of more than five percent of the Company’s outstanding Equity Securities are subject to the same restrictions. The underwriters in respect ofconnection with such registration are intended third party beneficiaries of this Section 3.06 and shall have the right, any Unitspower and authority to enforce the provisions hereof as though they were a party hereto. (b) Liberty further agrees (i) to execute such agreements as may be reasonably requested by the Company or the underwriters in connection with such registration that are consistent with this Section 3.06 or that are necessary to give further effect thereto; and (ii) if requested by the Company or the underwriters to use its commercially reasonable efforts to provide, Common Stockwithin five Business Days of such request, optionssuch information as may be required by the Company or the underwriters in connection with the completion of the IPO. (c) In order to enforce the foregoing covenant, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement the Company may impose stop-transfer instructions with respect to the Public Units) or publicly announce any intention to do any shares of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Equity Securities Beneficially Owned by Liberty and the Company shall not release any Electrum Group Holders (and transferees and assignees thereof) until the end of such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationrestricted period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th ninetieth (90th) day following the date of this Agreement, (the “Lock-Up Period”) to notneither i3 Verticals Party will, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stockcommon stock, options, rights or warrants to acquire shares of Common Stock common stock or securities exchangeable or exercisable for or convertible into shares of Common Stock common stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing. The ; provided, however, that the Company will cause each may (i) issue and sell the Stock hereunder; (ii) issue Common Stock upon exchange of the Company’s officerslimited liability company units of i3 Verticals, directors and security LLC (together with a corresponding number of Class B Common Stock) to any holders prior of such units that are not subject to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, a “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of agreement with the Representatives). Notwithstanding the foregoing, the Company may: ; (aiii) issue Common Stock and sell the Private Unitsoptions to purchase Common Stock, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Private Units Company in effect on the date hereof and described in the Private Warrants and General Disclosure Package; (div) issue Common Stock pursuant to the conversion of securities in connection with a Business Combination; providedor the exercise of warrants, further, that in no case shall the Company issue any shares of Common Stock, options, rights which securities or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner are outstanding on the date hereof and described in the Trust Account or that vote as a class with the Common Stock on a Business Combination.General Disclosure Package;

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of this AgreementAgreement (as the same may be extended as described below, (the “Lock-Up Period”) to the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld at the sole discretion of the RepresentativesUnderwriter), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing. The ; provided, however, that the Company will cause may (i) issue Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company’s officersCompany in effect on the date hereof and described in the General Disclosure Package; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, directors which securities or warrants are outstanding on the date hereof; (iii) issue Common Stock or warrants to purchase Common Stock in connection with strategic transactions, which in the aggregate shall not exceed 7.5% of the outstanding Common Stock as of the date of this Agreement, provided that this clause (iii) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, in connection with such strategic transactions shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period; and security holders (iv) adopt a new equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iv) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. Notwithstanding the foregoing, if (A) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities expiration of the CompanyLock-Up Period, and the Company shall not announces that it will release any such party from such “lockearnings results during the 16-up” restrictions without day period beginning on the prior written consent last day of the Representatives Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waive, in writing, such extension (which consent waiver may be withheld at the sole discretion of the RepresentativesUnderwriter), except that such extension will not apply if (x) the Common Stock is an “actively traded security” (as defined in Regulation M), (y) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by the Underwriter, of any research reports relating to the Company during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). Notwithstanding The Company will provide the foregoingUnderwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period, subject to the Underwriter’s agreement to hold such information in confidence prior to public disclosure of the same. In addition, the Company may: (a) issue will cause each person and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for entity listed in Section 3 hereof, (c) register with the Commission pursuant Schedule C to furnish to the Registration Rights AgreementUnderwriter, in accordance with prior to the terms of the Registration Rights AgreementClosing Date, the resale of the Insider Sharesa letter, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner substantially in the Trust Account or that vote as a class with the Common Stock on a Business Combinationform of Exhibit I hereto.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Ordinary Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Warrants, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with the Initial Business Combination, (4) issue and sell the Forward Purchase Securities, (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private UnitsPlacement Warrants, the Private Shares Forward Purchase Securities and the Working Capital Warrants (and any Ordinary Shares issued or issuable upon exercise of any such Private Placement Warrants or the Working Capital Warrants and shares upon the conversion of Common Stock underlying the Private Units and the Private Warrants Founder Shares), and (d6) issue securities in connection with a the Initial Business Combination; provided. However, further, that in no case the foregoing shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter, filed herewith, at the time of such transfer; and as long as, to the extent any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Section 16 reporting obligation is triggered as a class with result of such transfer, any related Section 16 filing includes a practical explanation as to the Common Stock on a Business Combinationnature of the transfer). The Representatives in their sole discretion may release or waive the transfer restrictions set forth herein at any time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representatives.

Lock-Up. During Section 2.01 Subject to the period commencing on and including provisions of this Article II, until the date hereof and ending on and including that is the 180th day following fifth anniversary of the date of this Agreement, Agreement (the “Lock-Up PeriodExpiration Date”) to ), the Stockholder agrees that it shall not, without the Company’s prior written consent of the Representatives consent, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly a) offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale relating to, or otherwise transfer or dispose of, or announce any of the offering ofSubject Shares, or file publicly disclose the intention to make any registration statement under offer, sale, pledge or disposition (provided, however, that the Securities Act Stockholder shall be permitted to pledge and grant a security interest in, and to publicly disclose the intention to make a pledge of and grant a security interest in, the Subject Shares (including proceeds thereof) in respect ofconnection with financing arrangements), or (b) enter into any swap or other agreement that transfers, in whole or in part, any Unitsof the economic consequences of ownership of the Subject Shares, whether any such transaction described in clauses (a) and (b) is to be settled by delivery of shares of Common Stock, optionsany other security, rights in cash or warrants otherwise (any such action, a “Transfer”). Section 2.02 Notwithstanding anything contained in this Article II to acquire shares the contrary, the Stockholder shall be permitted to Transfer all or any portion of the Subject Shares prior to the Lock-Up Expiration Date (a) to any Affiliate of the Stockholder (an “Affiliate Permitted Transfer”) or (b) in order to maintain the Stockholder’s equivalent percentage beneficial ownership in the Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each at 9.9% of the Company’s officers, directors outstanding shares of Common Stock. No Affiliate Permitted Transfer of any Subject Shares shall be permitted unless and security holders prior until the prospective transferee agrees (i) to become a party to this Agreement and be bound by all the terms and conditions hereof by executing and delivering to the Offering Company, a joinder to furnish this Agreement in customary form, and (ii) that, if such transferee ceases to be an Affiliate of the Stockholder, such transferee shall re-Transfer the Subject Shares back to the RepresentativesStockholder or an Affiliate of the Stockholder. Section 2.03 The restrictions on Transfer set forth in Section 2.01 shall immediately terminate and be of no force or effect upon the first to occur of any of the following (each, prior a “Termination Event”): (a) if two (2) or more members of the Board are elected against the recommendation of the Board or appointed in settlement with an activist stockholder of the Company; (b) the termination of the Amendment #1 to the Initial Closing DateSoftware License and Related Services Agreement (PDF doc #8406), dated as of July 29, 2020, by and between the Company and the Stockholder (the “Cloud Deal Agreement”) pursuant to its terms due to the Company’s breach of any representation, warranty, covenant or agreement of the Company in the Cloud Deal Agreement; (c) the public announcement by the Company that it has entered into an Insider Letteragreement with one or more third parties providing for a merger, which containsconsolidation, among stock or asset sale, or other thingsbusiness combination that, “lock-up” restrictions on disposition if consummated, would result in the acquisition of at least 50% of the outstanding voting securities or assets representing at least 50% of the consolidated assets of the Company and its Subsidiaries (measured by fair market value); or (d) the commencement by a third party of a tender offer or exchange offer which, if consummated, would result in the acquisition of beneficial ownership of at least 50% of the outstanding voting securities of the Company, and in connection with which the Company shall files with the SEC a Schedule 14D-9 with respect to such offer that does not release recommend that the Company’s stockholders reject such offer. Section 2.04 From the date of this Agreement until the earlier of (i) the Lock-Up Expiration Date or (ii) the later of a Termination Event and the date on which the Subject Shares may be Transferred pursuant to Rule 144 (or any such party from such “lock-up” restrictions without the prior written consent similar rule or rules then in effect) of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: SEC: (a) issue To the extent the Transfer of Subject Shares is permitted by this Article II, Subject Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 (or any similar rule or rules then in effect) of the SEC if such rule is available, and sell (iii) subject to the Private Unitsprovisions of Section 2.04(b) below, an exemption from registration under the Securities Act and applicable state securities or Blue Sky laws. (b) issue In connection with the Transfer of any Subject Shares other than a Transfer described in clause (i) or (ii) of Section 2.04(a) above, the holder thereof shall deliver to the Company (i) written notice at least ten (10) days prior to such proposed Transfer describing in reasonable detail the proposed Transfer, and sell (ii) if requested by the Optional Units on exercise Company in writing, prior to the consummation of such Transfer, an opinion of counsel reasonably acceptable to the Company to the effect that such Transfer of Subject Shares may be effected without registration of such Subject Shares under the Securities Act and applicable state securities or Blue Sky laws. The Company shall comply with its obligations under Section 5.1 of the option provided for in Securities Purchase Agreement. Section 3 hereof, (c) register with 2.05 Following the Commission pursuant to the Registration Rights Agreement, in accordance with the terms earlier of the Registration Rights AgreementLock-Up Expiration Date or a Termination Event, for so long as the resale Subject Shares constitute at least 2.00% of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any Company’s outstanding shares of Common Stock, optionsif the Stockholder desires to sell (or otherwise Transfer) any Subject Shares (a “Proposed Transfer”), rights the Stockholder shall first notify the Company (the “Transfer Notice”) of the number of Subject Shares proposed to be sold or warrants otherwise Transferred by the Stockholder (the “Offered Shares”). The Company shall have an option for a period of twenty (20) days from the date the Transfer Notice is given to acquire elect to either (a) repurchase all (and not less than all) of the Offered Shares from the Stockholder at a per share price equal to the Purchase Price (as defined below), or (b) use reasonable best efforts to facilitate a (i) private placement of the Offered Shares to prospective purchasers reasonably acceptable to the Company or (ii) registered underwritten offering of the Offered Shares, which shall include formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company. The Company may exercise such purchase or resale option and, thereby, purchase or resell all (but not less than all) of the Offered Shares by notifying the Stockholder in writing before expiration of such twenty (20) day period. In the case of an private placement or registered underwritten offering, the Stockholder shall be responsible for all reasonable, documented, out-of-pocket costs and expenses and shall have the right to make the final pricing decision with respect to the Offered Shares to be resold in connection therewith. In the case of a registered underwritten offering, the Stockholder shall complete, execute, acknowledge and deliver such customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company or the underwriters in connection with the filing of a registration statement; and the Company and the underwriters shall not be liable to the Stockholder for any loss, claim, damage or liability to the extent that it arises out of or is based upon an untrue statement or omission made in connection with such registration statement, solely in reliance upon and in direct conformity with written information furnished by the Stockholder expressly for use in connection with such registration. The parties shall use reasonable best efforts to complete a private placement or registered underwritten offering, pursuant to Section 2.05(b), within ninety (90) days after the date on which the Company gives notice. If the Company gives the Stockholder notice that it desires to purchase the Offered Shares pursuant to Section 2.05(a), then payment for the Offered Shares shall be by wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than ten (10) days after the date the Transfer Notice is given. To the extent that the Company has not exercised its right to repurchase or resell as to all of the Offered Shares before expiration of such twenty (20) day period, or if a private placement or registered underwritten offering is not completed within such ninety (90) day period, then the Stockholder shall be free to sell or otherwise Transfer the Offered Shares; provided, however, that in the event such Offered Shares are not sold within ninety (90) days of the date the Stockholder is free to sell or otherwise Transfer the Offered Shares, they shall once again be subject to the right of first refusal provided herein. The foregoing right of first offer shall not apply to any Transfer of (i) the Subject Shares to an Affiliate of the Stockholder, provided that such Affiliate agrees to be bound by this Section 2.05 by executing and delivering to the Company a joinder to this Agreement in customary form, or (ii) Subject Shares constituting less than 1.00% of the Company’s outstanding shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in six (6)-month period. The term “Purchase Price” shall mean the Trust Account or that vote as a class with greater of (i) the average of the daily volume-weighted average sales price per share of Common Stock on a Business CombinationNASDAQ, as such daily volume-weighted average sales price per share is reported by Bloomberg L.P., calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the ten (10) consecutive trading days ending on and including the trading day immediately preceding the closing date of the Company’s purchase of Offered Shares or (ii) the closing price per share of Common Stock on NASDAQ on the trading day immediately preceding such date. This Section 2.05 shall immediately expire on the date that the Company’s common stock is no longer traded on NASDAQ, the Nasdaq Capital Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day 5.1.1 Except as permitted by Section 5.2, (i) each New Holder agrees that such New Holder shall not Transfer any Common Shares for one hundred eighty (180)-days following the date of this Agreement, Closing Date (the “New Holder Lock-Up Period”) and (ii) each Sponsor Holder agrees that such Sponsor Holder shall not Transfer any Common Shares until the Sponsor Lock-Up End Date (such period, the “Sponsor Holder Lock-Up Period”). The foregoing restriction is expressly agreed to notpreclude each Holder during the applicable Lock-Up Period from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Holder’s Common Shares even if such Common Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions during the applicable Lock-Up Period would include without limitation any short sale or any purchase, sale or grant of any right (including, without the prior written consent limitation, any put or call option) with respect to any of the Representatives (which consent may be withheld at the sole discretion Holder’s Common Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Shares. The foregoing notwithstanding, each executive officer and director of the Representatives)Company shall be permitted to establish a plan to acquire and sell Common Shares pursuant to Rule 10b5-1 under the Exchange Act; provided, however, such plan does not provide for the Transfer of Common Shares during the applicable Lock-Up Period. 5.1.2 Each Holder also agrees, and the Company agrees and shall cause each director and officer of the Company to agree, that, in connection with each Registration or sale of Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 conducted as an Underwritten Offering, if requested, to become bound by and to execute and deliver a customary lock-up agreement with the underwriter(s) of such Underwritten Offering restricting such applicable person or entity’s right to (a) Transfer, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect ofindirectly, any Units, Common Stock, options, rights equity securities of the Company held by such person or warrants entity or (b) enter into any swap or other arrangement that transfers to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do another any of the foregoingeconomic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to the Underwritten Offering and ending on the date specified by the underwriters (such period not to exceed ninety (90) days). The Company will cause each terms of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “such lock-up” up agreements shall be negotiated among the applicable Holders requested to enter into lock-up agreements in accordance with the immediately preceding sentence, the Company and the underwriters and shall include customary exclusions from the restrictions on disposition of securities Transfer set forth therein, including that such restrictions on the applicable Holders shall be conditioned upon all officers and directors of the Company, and the Company shall not release any as well as all such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoingapplicable Holders, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant being subject to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combinationsame restrictions; provided, furtherhowever, that to the extent any Holder is granted a release or waiver from the restrictions contained in no case this Section 5.1.2 and in such Holder’s lock-up agreement prior to the expiration of the period set forth in such Holder’s lock-up agreement, then all applicable Holders shall be automatically granted a release or waiver from the Company issue any shares of Common Stockrestrictions contained in this Section 5.1.2 and the applicable lock-up agreements to which they are party to the same extent, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in on substantially the Trust Account or that vote same terms as a class with the Common Stock and on a Business Combinationpro rata basis with, the Holder to which such release or waiver is granted. The provisions of this Section 5.1.2 shall not apply to any Holder that holds less than one percent (1%) of then total issued and outstanding Common Shares.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement(a) Notwithstanding any rights provided in Article V, (the “Lock-Up Period”) to a Purchaser shall not, without the Company’s prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)consent, directly or indirectly indirectly, during the Lock-Up Period (such actions in clauses (i) and (ii) below, “Prohibited Transfers”): (i) sell, offer, sell (including in any short sale)transfer, assign, transfermortgage, pledgehypothecate, contract to sellgift, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act pledge or otherwise dispose of, enter into or announce the offering ofagree to enter into any contract, option or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights other arrangement or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement understanding with respect to the Public Units) sale, transfer, assignment, mortgage, hypothecation, gift, pledge or publicly announce any intention to do similar disposition of (any of the foregoing. The Company will cause each , a “Transfer”), any of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, Notes or any shares of preferred stockCompany Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes, in each case, that participate other than any Permitted Transfer; or (ii) enter into or engage in any manner hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any of the economic consequences of ownership of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes; provided that a Purchaser and its Affiliates may enter into or engage in any swap, put or collar agreement in respect of Company Common Stock not issuable or issued upon conversion or repurchase by the Company of any of the Notes so long as such activities are conducted in the Trust Account ordinary course of business and do not result in such Purchaser and its Affiliates holding a net short position, as determined excluding the Notes or that vote as a class with the any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes. (b) Following the Lock-Up Period, a Purchaser shall not transfer any of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes to any of its Affiliates that did not execute and deliver to the Company a Joinder becoming a Purchaser party to this Agreement and a Confidentiality Agreement or did not deliver to the Company a duly completed and executed IRS Form W-9 or W-8 (or equivalent tax form). (c) Any purported Prohibited Transfer in violation of this Section 4.02 shall be null and void ab initio. (d) Notwithstanding the foregoing, a Purchaser (or a controlled Affiliate of such Purchaser) shall be permitted to mortgage, hypothecate, and/or pledge the Notes and/or the shares of Company Common Stock issuable or issued upon conversion of the Notes in respect of one or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “Permitted Loan”). Any Permitted Loan entered into by a Purchaser or its controlled Affiliates shall be with one or more financial institutions and nothing contained in this Agreement shall prohibit or otherwise restrict the ability of any lender (or its securities affiliate) or collateral agent or trustee to foreclose upon and sell, dispose of or otherwise transfer the Notes and/or shares of Company Common Stock (including shares of Company Common Stock received upon conversion or repurchase by the Company of the Notes following foreclosure on a Business Combination.Permitted Loan) mortgaged, hypothecated and/or pledged to secure the applicable obligations of the borrower following an event of default under a Permitted Loan. Notwithstanding the foregoing or anything to the contrary herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or any affiliate of the foregoing exercises any rights or remedies in respect of the Notes or the shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes or any other collateral for any Permitted Loan, no lender, creditor, agent or trustee on their behalf or affiliate of any of the foregoing (other than, for the avoidance of doubt, a Purchaser or any of its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer restrictions or limitations hereunder (including the rights or benefits provided for in Section 4.06) except and to the extent expressly provided for in Article V. (e) Notwithstanding anything in this Agreement or elsewhere to the contrary, any sale of Notes or Common Stock pursuant to Article V shall be subject to any applicable limitations set forth in this Section 4.02 and Article V.

Lock-Up. During the period commencing on The Company will not, and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notwill not publicly disclose an intention to, without the prior written consent of the Representatives Representatives, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any ordinary shares of the Company or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Company or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Shares, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder’s Shares and the Private Warrants Placement Shares (and any Class A ordinary shares of Common Stock underlying the Private Units and Company issued or issuable upon the Private Warrants conversion or exercise of any such Founder’s Shares) and (d5) contract to sell, and issue securities Class A ordinary shares and other securities, in connection with the consummation of a Business Combination; provided, furtheror (y) release the Sponsor or any officer, that director or director nominee from the 180-day lock-up contained in no case shall the Insider Letters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth any Insider Letter for an officer or director of the Company issue any shares and provides the Company with notice of Common Stockthe impending release or waiver at least three business days before the effective date of the release or waiver, options, rights the Company agrees to announce the impending release or warrants to acquire shares waiver by a press release through a major news service at least two business days before the effective date of Common Stock the release or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of Ladenburg Xxxxxxxx & Co. Inc. during the Representatives period commencing on the date hereof and ending 180 days after the date of this Agreement: (which consent may be withheld at the sole discretion i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell file (including or participate in any short sale), assign, transfer, pledge, contract to sell, the filing of) a registration statement with the Commission or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose ofAct, or announce and the offering ofrules and regulations of the Commission promulgated thereunder, or file any registration statement under the Securities Act in with respect of, to any Units, shares of Common Stock, optionsRights, rights Warrants or warrants to acquire any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock Stock; (ii) enter into any swap or securities exchangeable other arrangement that transfers to another, in whole or exercisable for or convertible into in part, any of the economic consequences of ownership of any Units, shares of Common Stock Stock, Rights, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (other than is contemplated by this Agreement with respect to the Public Unitsiii) or publicly announce any intention to do effect any transaction specified in clause (i) or (ii); or (iv) be released or release the Sponsor or any officer, director or director nominee of the foregoing. The Company will cause each of from the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “180-day lock-up” restrictions on disposition of securities of ups contained herein and in the CompanyInsider Letters; provided, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoinghowever, that the Company may: (a1) issue and sell the Private UnitsFirm Units in accordance with the terms of this Agreement, (b2) issue and sell the Optional Placement Units, (3) issue and sell the Option Units on exercise of the option Over-allotment Option provided for in Section 3 1.2 hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Sharessecurities covered thereby, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d4) issue and sell securities in connection with a Business Combination; provided. The Company will provide Ladenburg Xxxxxxxx & Co. Inc. and each individual subject to the restricted period pursuant to the Insider Letters with prior notice of any such announcement that gives rise to an extension of the restricted period. If Ladenburg Xxxxxxxx & Co. Inc., furtherin its sole discretion, that agrees to release or waive the restrictions set forth in no case shall an Insider Letter for the Sponsor or an officer or director of the Company issue any shares and provides the Company with notice of Common Stock, options, rights the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver substantially in the Trust Account form of Exhibit A hereto at least three (3) Business Days before the effective date of the release or that vote as waiver, the Company agrees to announce the impending release or waiver by a class with press release substantially in the Common Stock on form of Exhibit B hereto through a major news service at least two Business CombinationDays before the effective date of the release or waiver.

Lock-Up. During Each of the Stockholder and the Company shall covenant in the Underwriting Agreements for the benefit of the underwriters named therein not to, for a period commencing on and including the date hereof and ending on and including the 180th day following of 150 days from the date of this Agreement, (the “Lock-Up Period”) to notUnderwriting Agreements, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Xxxxxxx Xxxxx Barney, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act pledge or otherwise dispose of, directly or indirectly, or announce the offering of, or file register, cause to be registered or announce the intended registration of any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, other than (i) with respect to the Stockholder, sales to the Company, (ii) with respect to the Company, the issuance of shares of preferred stockCommon Stock or such other securities pursuant to the exercise of stock options or pursuant to any existing benefit plan of the Company and (iii) the Transaction (the foregoing agreement being referred to collectively as the "LOCK-UP"). The Company shall also covenant in the Underwriting Agreements for the benefit of the underwriters named therein to cause each of its executive officers and directors to agree for the benefit of such underwriters to the Lock-up with respect to shares of Common Stock or other securities owned by such officers and directors; PROVIDED, in each caseHOWEVER, that participate in (x) the Lock-up of executive officers and directors shall be for a period of 90 days from the date of the Underwriting Agreements, (y) any manner in the Trust Account or that vote as a class with the shares of Common Stock on a Business Combinationor other equity securities received upon the exercise of stock options or pursuant to any existing or future benefit plan of the Company shall be held by such officers and directors subject to the Lock-up and (z) the Lock-up shall not prevent the exercise of stock options.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares Rights and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Units Units, the Private Rights and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During Officer hereby agrees that until the period commencing on and including earlier of (1) the date hereof and ending on and including the 180th day following the effective date of this Agreementa registration statement filed with the Commission for the resale of the Shares, or (2) six (6) months after a Purchase Date with respect to such purchase made on such Purchase Date (such period, the “Lock-Up Period”), Officer will not: (a) sell, offer to notsell, without the prior written consent contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives (which consent may be withheld at the sole discretion of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell (including in any short sale), assign, transfer, pledge, contract to sell, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Securities Exchange Act or otherwise dispose ofof 1934, or announce as amended, and the offering ofrules and regulations of the Commission promulgated thereunder (the “Exchange Act”), or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to (i) the Public UnitsShares and (ii) any other equity security of the Company issued or issuable with respect to any such Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (such shares, collectively, the “Lock-Up Securities”), (b) 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 Lock-Up Securities, in cash or otherwise, or (c) publicly announce any intention to do effect any transaction specified in clause (a) or (b) (any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: foregoing described in clauses (a) issue and sell the Private Units), (b) issue or (c), a “Transfer”); provided that the foregoing shall not apply to any Transfer of any Company capital stock or other securities convertible into or exercisable or exchangeable for Company capital stock acquired in open market transactions after the date of this Agreement. Officer hereby (A) authorizes the Company during the Lock-Up Period to cause its transfer agent for the applicable Lock-Up Securities to decline to transfer, and sell to note stop transfer restrictions on the Optional Units on exercise of stock register and other records relating to, such Lock-Up Securities for which Officer is the option provided for in Section 3 hereofrecord holder and, (cB) in the case of Lock-Up Securities for which Officer is the beneficial but not the record holder, agrees during the applicable Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register with the Commission pursuant to the Registration Rights Agreementand other records relating to, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stocksuch Lock-Up Securities, in each casecase of clauses (A) and (B), if such transfer would constitute a violation or breach of this Agreement. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio. For the avoidance of doubt, Officer xxxxxx agrees and acknowledges that participate in the Company’s Xxxxxxx Xxxxxxx and Confidentiality Policy applies to Officer and any manner in the Trust Account or that vote as a class with the Common Stock on a Business CombinationShares purchased pursuant to this Agreement.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares Rights and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Units Units, the Private Rights and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on The Company will not, and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notwill not publicly disclose an intention to, without the prior written consent of the Representatives Representatives, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any ordinary shares of the Company or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Company or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Shares, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder’s Shares and the Private Warrants Placement Shares (and any Class A ordinary shares of Common Stock underlying the Private Units and Company issued or issuable upon the Private Warrants conversion or exercise of any such Founder’s Shares) and (d5) contract to sell, and issue securities Class A ordinary shares and other securities, in connection with the consummation of a Business Combination; provided, furtheror (y) release the Sponsor or any officer, that director or director nominee from the 180-day lock-up contained in no case shall the Insider Letters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth any Insider Letter for an officer or director of the Company issue any shares and provides the Company with notice of Common Stockthe impending release or waiver at least three business days before the effective date of the release or waiver, options, rights the Company agrees to announce the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver by a press release substantially in the Trust Account form of Annex II hereto through a major news service at least two business days before the effective date of the release or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on Each Standby Purchaser acknowledges and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notagrees that, without the prior written consent of the Representatives Company, during the period commencing on the Closing Date and continuing for a period of six months thereafter, such Standby Purchaser shall not (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale)i) sell, assign, transfertransfer (including by operation of law), pledgeincur any liens, contract to sellcharges, establish an open “put equivalent position” within the meaning security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of Rule 16a-1(h) under the Exchange Act any nature whatsoever, dispose of or otherwise dispose encumber (each, a “Transfer”), (b) make any short sale of, grant any option for the purchase of, or announce (c) enter into any hedging or similar transaction with the offering of, or file any registration statement under the Securities Act in respect same economic effect as a Transfer of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Standby Shares. Notwithstanding the foregoing, the Company may: each Standby Purchaser may (a) issue and sell transfer Standby Shares (i) as a bona fide gift or gifts, or by will or intestacy, or (ii) to (x) any family partnership or trust for the Private Unitsbenefit of Xxxxxx X. Xxxxxx and/or one or more members of his immediate family or (y) any affiliate of such Standby Purchaser or any charitable organization formed by such Standby Purchaser or any of its affiliates, provided, in any such case, that the transferee agrees to be bound in writing by the terms of this paragraph prior to such transfer; (b) issue and sell the Optional Units on exercise transfer Standby Shares to partners, members, stockholders or beneficiaries of the option Standby Purchaser, provided for that (y) the transferee agrees to be bound in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with writing by the terms of the Registration Rights Agreementthis Section 7(f) prior to such transfer and (z) such transfer does not involve a disposition for value. Furthermore, the resale restrictions contained in this Section 7(f) shall not apply to any transfers, sales, tenders or other dispositions of Standby Shares pursuant to a tender offer for Common Stock of the Insider SharesCompany or any merger, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall consolidation or other business combination involving the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationits securities.

Lock-Up. During The Registration Statement filing will include as an exhibit a proposed form of Underwriting Agreement. The final Underwriting Agreement will be in form satisfactory to the Company and Xxxxxx Xxxxxx and will include indemnification provisions and other terms and conditions customarily found in underwriting agreements for registered public offerings. Without limiting the generality of the foregoing, the Underwriting Agreement will contain customary representations and warranties of the Company and will further provide, in addition to the matters addressed herein, that (i) the Company’s directors and officers and any other 5% or greater holder of outstanding shares of Common Stock as of the effective date of the Registration Statement, will enter into customary “lock-up” agreements in favor of Xxxxxx Xxxxxx pursuant to which such persons and entities will agree, for a period commencing on and including the date hereof and ending on and including the 180th day following of six (6) months from the date of this Agreement, (the “Lock-Up Period”) to not, without Public Offering in the prior written consent case of the Representatives Company’s directors and officers and three (which consent may be withheld at 3) months from the sole discretion date of the Representatives)Public Offering in the case of any other 5% or greater holder of outstanding shares, directly or indirectly that they will neither offer, sell (including in any short sale)issue, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within encumber, grant any option for the meaning sale of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any securities of the Company without Xxxxxx Xxxxxx’x prior written consent and (ii) each of the Company and any successors of the Company will agree, for a period of three (3) months from the Closing, that each will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce indirectly, any shares of capital stock of the offering of, Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (b) file or caused to be filed any registration statement under with the Securities Act in respect of, Commission relating to the offering of any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock capital stock of the Company or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each capital stock of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition ; (c) complete any offering of debt securities of the Company, and other than entering into a line of credit with a traditional bank or (d) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company shall not release economic consequences of ownership of capital stock of the Company, whether any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: transaction described in clause (a) issue and sell the Private Units), (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof), (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and or (d) issue securities in connection with a Business Combination; provided, further, that in no case shall above is to be settled by delivery of shares of capital stock of the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stocksuch other securities, in each case, that participate in any manner in the Trust Account cash or that vote as a class with the Common Stock on a Business Combinationotherwise.

Lock-Up. During the period commencing beginning on and including the date hereof Closing Date and ending on and including the 180th one hundred twentieth (120th) day following after the date Closing Date (excluding the Closing Date for purposes of this Agreement, calculating such date) (the “Lock-Up Period”) to not), no Seller, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Purchasers, directly or indirectly will lend, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or announce the offering ofindirectly, any Opco Common Units or Class B Units issued hereunder to such Seller, whether any such transaction is to be settled by delivery of Common Units or Opco Common Units or other Securities, in cash, or file otherwise. In the interest of clarity, nothing in this Section 8.15 shall restrict any Seller from (x) utilizing customary hedging strategies that may involve the pledge of Common Units or Opco Common Units as collateral until such time as the Common Units or Opco Common Units are ultimately disposed on or after expiration of the Lock-Up Period, or (y) being named as a selling unitholder in a registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Common Units in compliance with the Securities Act. Nothing in this Section 8.15 shall prohibit or publicly announce limit the ability of any intention Seller to do effect any transfer of the foregoing. The Company will cause each Common Units issued upon exchange of the Company’s officers, directors Opco Common Units and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: Class B Units (a) issue and sell the Private Unitsas a bona fide gift or gifts or any other similar transfer or distribution that does not involve a sale or other disposition for value, (b) issue and sell to the Optional Units on exercise equityholders of the option provided for in Section 3 hereofsuch Seller or its Affiliates or any of their respective equityholders, members, limited partners, general partners or Affiliates as part of a dividend or distribution, (c) register with the Commission pursuant to the Registration Rights Agreementany corporation, in accordance with the terms partnership or other entity that is an Affiliate of the Registration Rights Agreementsuch Seller, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; to any investment fund or other entity controlled or managed by any Affiliate of such Seller, provided, further, that in no case shall each of the Company issue any shares foregoing clauses (a) through (d), the transferee agrees in writing to be bound by the restrictions set forth in this Section 8.15, (e) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Common StockUnits or Opco Common Units, options, rights (f) pursuant to an order of a court or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockregulatory agency, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account (g) pursuant to Section 2.5(d) or that vote as a class with the Common Stock on a Business CombinationSection 13.7.

Lock-Up. During the period commencing on Each Investor that receives PubCo Notes pursuant to clauses (i) and including the date hereof and ending on and including the 180th day following the date of this Agreement(ii) above, (the “Lock-Up Period”) to will not, without the prior written consent of the Representatives managing underwriter of a Qualified IPO, until the date specified by Company and the managing underwriter (which consent may be withheld at such date not to exceed 180 days from the sole discretion date of the Representativesfinal prospectus relating to the registration by Company of the listed Group Shares under the Securities Act on a registration statement on Form S-1), directly or indirectly (a) lend, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or announce indirectly any PubCo Note without the offering ofconsent of Company, or file (b) enter into any registration statement under the Securities Act swap, derivatives or other agreement or any hedging transaction that transfers, in respect ofwhole or in part, any Unitsof the economic consequences of ownership of such PubCo Notes held at the time of issuance of such PubCo Notes. Each Investor further agrees to execute Lock-Up Agreements. If Company or any underwriter selected in connection with an initial public offering does not require a Person holding more than one percent (1%) of the outstanding Common Stock of Company (on an as-converted to Common Stock basis) to be subject to a lock-up period, Common Stock, options, rights or warrants terminates or waives a lock-up period with respect to acquire a Person holding any shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (any other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any security of the foregoing. The Company will cause each of the Company’s officersthat is or may become convertible, directors and security holders prior to the Offering to furnish to the Representativesexercisable, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided redeemable or otherwise exchangeable for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants then such action shall also apply to acquire the Investors. The foregoing provisions of this Section 2.8(a)(iii) shall not apply to the sale of any shares of Common Stock to an underwriter pursuant to an underwriting agreement or securities exchangeable acquired in or exercisable for following the Qualified IPO or convertible into shares Non-Qualified IPO, as applicable, and shall be applicable to the Investors only if all officers, directors and holders of Common Stock, or any shares more than one percent (1%) of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on (after giving effect to conversion into Common Stock of all outstanding shares of Company’s Preferred Stock) enter into a Business Combinationsimilar agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 2.8(a)(iii) and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to 2.1 Each Stockholder hereby agrees that it shall not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)and shall not authorize, permit or direct any Affiliate or Associate to, directly or indirectly indirectly, (a) sell, offer, sell (including in any short sale)pledge, allot, contract to sell, assign, transfer, pledgehypothecate, contract grant any option, right or warrant to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act purchase or otherwise dispose ofof or enter into any agreement to dispose of (each a “Transfer”), any Subject Securities Beneficially Owned by such Stockholder, (b) enter into any swap, hedge, or announce the offering ofother agreement or arrangement that transfers to another, in whole or file any registration statement under the Securities Act in respect ofpart, any Unitsof the economic consequences of ownership of any Subject Securities Beneficially Owned by such Stockholder, Common Stock, options, rights or warrants whether any such transaction is to acquire shares be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for otherwise; (c) engage in any short-selling of any Subject Securities Beneficially Owned by such Stockholder; or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Unitsd) or publicly announce any intention to do any of the foregoing. The Company will cause , in each case at any time during the Lock-Up Period; provided, however, that each Stockholder agrees that it shall not Transfer more than fifteen percent (15%) of the Company’s officers, directors and security holders prior Subject Securities held by such Stockholder as of the date hereof within any thirty (30)- calendar day period. 2.2 Notwithstanding anything to the Offering contrary in this Agreement, each Stockholder may Transfer any Subject Securities: (a) in the case of an individual, as a bona fide gift or gifts to furnish a member of such individual’s immediate family; (b) in the case of an individual, by will or intestacy; (c) to any trust, partnership or limited liability company for the direct or indirect benefit of such Stockholder’s equityholders or the immediate family of such Stockholder’s equityholders; (d) if such Transfer occurs by operation of law or Order; (e) for estate planning purposes; (f) in the case of an entity, to members, partners or stockholders of such Stockholder, provided that for the avoidance of doubt, neither Carlisle Acquisition Vehicle, LLC (“CAV”) nor any Affiliate thereof shall be allowed to Transfer any Subject Securities to the Representativesstockholders of Pacific Current Group Limited (“PAC”) and provided further that PAC or its controlled Affiliates shall be entitled to directly or indirectly Transfer the Subject Securities (i) to any wholly-owned Affiliate of PAC, prior (ii) to any private investment fund that PAC or its Affiliates manage, (iii) as a part of a recapitalization, reorganization, merger, consolidation or other change in control transaction of PAC, or (iv) as part of a Transfer of one-third (1/3) or more of the portfolio holdings of PAC and its wholly-owned Affiliates to a third party, including in each case Transfers by operation of law, provided that the transferee is an “accredited investor” as defined in Rule 501 under the Securities Act; or (g) to a nominee or custodian of such Stockholder’s equityholders or a person or entity to whom a Transfer would be permissible under clauses (a) through (f) above; provided, however, (i) in case of any such Transfer, it shall be a condition to the Initial Closing DateTransfer that such transferees execute a written agreement with the Company agreeing to be bound by all of the terms and conditions herein, an Insider Letter(ii) any such Transfer shall not involve a disposition for value, which containsand (iii) the Company shall not have any obligation to file, among other things, “amend or update any resale prospectus or prospectus supplement that includes the Subject Securities for purposes of reflecting such Transfer. 2.3 Failure by any Stockholder to comply with the lock-up” restrictions on disposition up provisions contained in Section 2 of securities of the Companythis Agreement with regard to any Transfer shall render such Transfer null and void ab initio, and the Company shall not release may refuse to recognize any such party from purported Transfer of Subject Securities. In any such event, “lock-upstop transfer” restrictions without instructions shall be provided to the prior written consent of Company’s transfer agent regarding the Representatives (which consent may be withheld at Subject Securities. 2.4 Notwithstanding anything to the sole discretion of the Representatives). Notwithstanding the foregoingcontrary set forth herein, the Company may: (a) issue , in its sole discretion and sell the Private Unitsin good faith, (b) issue at any time and sell the Optional Units on exercise from time to time waive any of the option provided for in Section 3 hereof, (c) register with conditions or restrictions contained herein to increase the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares liquidity of Common Stock or securities exchangeable or exercisable if such waiver would otherwise be in the best interests of the development of the public trading market for or convertible into shares of the Common Stock. In any such instance, or any shares the Company will provide each Stockholder with prompt written notice of preferred stock, in each case, that participate in any manner in such waiver by the Trust Account or that vote as a class with the Common Stock on a Business CombinationCompany.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockClass A Ordinary Shares, options, rights or warrants to acquire shares of Common Stock Class A Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Class A Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock Class A Ordinary Shares underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stockordinary shares, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference , in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Class A Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following (a) Except as provided in Section 1.01(b), from the date of this AgreementClosing to the date that is six months after Closing, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly Holder agrees that it shall not offer, sell, contract to sell (including in any short sale), assign, transfer, pledge, contract to sellhypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose ofof or transfer, or announce the offering ofgrant any rights with respect to, directly or file any registration statement under the Securities Act in respect ofindirectly, any Units, Common Stock, options, rights or warrants to acquire shares of Company Common Stock or securities convertible into or exchangeable or exercisable for or convertible into any shares of Common Stock (Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other than is contemplated by this Agreement with respect to the Public Units) arrangement that transfers, in whole or publicly announce any intention to do in part, any of the foregoing. The Company will cause each economic consequences of ownership of the Company’s officersCompany Common Stock, directors and security holders prior whether any such aforementioned transaction is to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities be settled by delivery of the CompanyCompany Common Stock or such other securities, and in cash or otherwise, or publicly disclose the Company shall not release intention to make any such party from offer, sale, pledge or disposition, or to enter into any such “lock-up” restrictions without transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives (Company, which consent may be withheld at in the Company’s sole discretion discretion. (b) Notwithstanding Section 1.01(a), from the date that is 30 days after Closing to and including the date that is six months after the date of Closing: (i) The Holder may sell up to an aggregate of 25% of the Representatives). Notwithstanding Registrable Securities held by such Holder (the foregoing“Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; provided, however, that the Company may: (a) issue and sell , in its sole discretion, increase the Private Units, (b) issue and sell Aggregate Threshold Amount if requested by the Optional Units on exercise of the option provided for Requesting Holders in Section 3 hereof, (c) register connection with the Commission pursuant Initial Demand Registrations; provided further that if a party to the Registration Rights Agreement elects not to participate in an Initial Demand Registration or a participant in an Initial Demand Registration elects not to sell a number of Registrable Securities equal to such holder’s Aggregate Threshold Amount, then Holder may elect to sell an additional number of Registrable Securities held by such Holder in such Initial Demand Registration so long as the total number of Registrable Securities sold by all participants in the Initial Demand Registrations does not exceed 25% of the Registrable Securities in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement; and (ii) The Holder may sell up to an aggregate amount of Shares no greater than the Aggregate Threshold Amount (after taking into account any sale made pursuant to clause (i) above) pursuant to (a) non-underwritten resales under the Registration Statement, subject to the delay and suspension rights set forth in accordance with the terms Section 2.03 of the Registration Rights Agreement, or (b) any other applicable exemption from the resale registration requirements of the Insider SharesSecurities Act. (c) From the date of Closing to and including the date that is 30 days after Closing, the Private UnitsCompany agrees that it shall not offer, sell, contract to sell, grant any option, right or warrant for the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise grant any rights with a Business Combination; providedrespect to, furtherdirectly or indirectly, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Company Common Stock or securities convertible into or exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stockCompany Common Stock or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, that participate in any manner in the Trust Account prior written consent of the Majority Holders; provided, however, the Company shall not be required to obtain the written consent of the Majority Holders for (A) issuance of Company Common Stock upon (1) exercise of options, (2) settlement of performance share units, (3) vesting of restricted shares, (4) vesting of shares issued at the election of a participant or that vote as a class with matching contribution under employee 401(k) plans, (5) the vesting of deferred stock units, (6) settlement of phantom units and (7) elections under employee stock purchase programs, in each case, granted under the Company’s benefit and compensation plans as in effect on the date of this Agreement and (B) the issuance of Company Common Stock Stock, restricted stock, stock options, performance share units, phantom units, or other stock performance awards under the Company’s benefit and compensation plans as in effect on a Business Combinationthe date of this Agreement or under any Company employee benefit plan.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”a) to notThe Stockholder agrees that, without the express prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Hach, directly he or indirectly she will not offer, sell (including in sell, make any short sale)sale of, assignloan, transferencumber, pledgegrant any option for the purchase of, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, by private placement, brokers' transaction or announce otherwise (the offering of, or file any registration statement under the Securities Act in respect of"RESALE RESTRICTIONS"), any Units, Common Stock, options, rights Hach Shares for a period of 180 days after the Effective Time (the "LOCK-UP PERIOD"). The foregoing Resale Restrictions are expressly agreed to preclude the holder of the Hach Shares from engaging in any hedging or warrants other transaction which may lead to acquire shares or result in a sale of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (Hach Shares during the Lock-up Period even if such Hach Shares would be sold by someone other than is contemplated by this Agreement the Stockholder. Such prohibited hedging or other transactions would include without limitation any short sale (whether or not against the box), any pledge or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to the Public Units) or publicly announce any intention to do any of the foregoingHach Shares. (b) The Stockholder agrees and consents to the entry of stop transfer instructions with the transfer agent for Hach's Common Stocks against any transfer of shares of Hach's Common Stocks by the Stockholder in contravention of the Resale Restrictions. The Company will cause each Stockholder understands that Hach has relied upon the representations set forth in this letter in proceeding with the Registration Statement. The Stockholder understands that the agreements of the Company’s officersStockholder are irrevocable and shall be binding upon the Stockholder's heirs, directors legal representatives, successors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives assigns. (which consent may be withheld at the sole discretion of the Representatives). c) Notwithstanding the foregoing, the Company may: Stockholder may transfer any or all the Hach Shares either during his lifetime or on death by will or intestacy to (ai) issue and sell his immediate family or (ii) to a trust the Private Unitsbeneficiaries of which are exclusively the undersigned and/or a member or members of his immediate family, or (biii) issue and sell to a charitable remainder trust the Optional Units on exercise lifetime beneficiaries of which are exclusively the option provided for undersigned and/or a member or members of his immediate family; provided, however, that in Section 3 hereof, (c) register with the Commission pursuant any such case it shall be a condition to the Registration Rights transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Hach Shares subject to the provisions of this Lock-up Agreement, and there shall be no further transfer of such Hach Shares except in accordance with the terms Lock-up Agreement. For purposes of this paragraph, "IMMEDIATE FAMILY" shall mean spouse, lineal descendant, father, mother, brother or sister of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and transferor. (d) issue securities Notwithstanding the foregoing, the restrictions set forth in connection Section 3(a) of this Agreement shall terminate: (i) with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants respect to acquire shares of Hach Common Stock or securities exchangeable or exercisable for or convertible into shares which Stockholder holds as part of Common Stockthe Hach Shares, or any shares on the third business day following the date on which the closing price of preferred one share of such class of stock, in each caseas quoted on The National Association of Securities Dealers Automated Quotations - National Market System ("NASDAQ CLOSING PRICE"), that participate in any manner in the Trust Account or that vote as a class is less than [80% OF MERGER CLOSING VALUE]; (ii) with the respect to Hach Class A Common Stock which Stockholder holds as part of the Hach Shares, on the third business day following the date on which the NASDAQ Closing Price of one share of such class of stock is less than [80% OF MERGER CLOSING VALUE]; or (iii) on the tenth day following written notice from the Stockholder to Hach that a Business Combinationmaterial breach of Hach's obligations under the Merger Agreement has occurred; provided however that Hach shall have the right to cure such breach during such ten day period.

Lock-Up. During the period commencing on and including From the date hereof and ending on and including until 60 days after the 180th day following Initial Closing Date, unless this Section 7.6 is waived by the date of this AgreementBuyer in writing, (neither the “Lock-Up Period”) Company nor any subsidiary shall issue, enter into any agreement to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, issue or announce the offering of, issuance or file proposed issuance of any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or other securities exercisable or exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any other than an Exempt Issuance. For purposes of this Section 7.6, an “Exempt Issuance” shall mean the issuance of (a) shares of preferred stockCommon Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in each casea business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; provided, that participate in any manner the number of shares of Common Stock issued or issuable pursuant to Exempt Issuances may not exceed 500,000 shares of Common Stock in the Trust Account or that vote as a class with the Common Stock on a Business Combinationaggregate.

Lock-Up. During (a) Stockholder will not, during the period commencing on and including the date hereof and ending on and including the 180th day following the date of this the Effective Time of Merger I (as defined in the Merger Agreement) and, subject to the terms set forth herein, ending 180 days after the Effective Time of Merger I (the "Lock-up Period"), (the “Lock-Up Period”1) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce the offering ofindirectly, any Parent Shares, or file (2) enter into any registration statement under the Securities Act swap or other arrangement that transfers to another, in respect ofwhole or in part, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each economic consequences of ownership of the Company’s officersParent Shares, directors and security holders prior whether any such transaction described in clause (1) or (2) above is to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities be settled by delivery of the CompanyParent Shares, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives in cash or otherwise. (which consent may be withheld at the sole discretion of the Representatives). b) Notwithstanding the foregoing, (i) if Stockholder is an individual, Stockholder may transfer the Company may: Parent Shares as a bona fide gift or gifts, by will or intestacy to a member or members of his or her immediate family, to a trust of which the undersigned or an immediate family member is the beneficiary, or to a partnership, the partners of which are exclusively the undersigned and/or a member or members of his or her immediate family and/or a charity and (aii) issue if Stockholder is a partnership, limited liability company or corporation, Stockholder may transfer the Parent Shares to any of its partners, members, stockholders or affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph, each donee or distributee shall sign and sell deliver a lock-up letter substantially in the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 form hereof, . (c) register with If: (i) during the Commission pursuant last 17 days of the Lock-up Period, Parent issues an earnings release or material news or a material event relating to Parent occurs; or (ii) prior to the Registration Rights Agreement, in accordance with the terms expiration of the Registration Rights AgreementLock-up Period, Parent announces that it will release earnings results during the resale 16-day period beginning on the last day of the Insider Shares, Lock-up Period; the Private Units, restrictions imposed by this agreement shall continue to apply until the Private Shares and expiration of the Private Warrants and shares 18-day period beginning on the issuance of Common Stock underlying the Private Units and earnings release or the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall occurrence of the Company issue any shares of Common Stock, options, rights material news or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationmaterial event.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion on behalf of the Representatives)Underwriters, directly or indirectly during the period ending 30 days after the date of the Prospectus (the “Restricted Period”) (1) offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce the offering of, or file any registration statement under the Securities Act in respect ofindirectly, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock, or convertible (2) enter into shares any hedging, swap or other arrangement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (other than is contemplated by this Agreement with respect to 3) publicly disclose the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company foregoing sentence shall not release any such party from such “lock-up” restrictions without apply to (A) the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and Confirmation Shares, (B) any shares of Common Stock underlying issued by the Private Units Company upon the exercise, exchange or redemption of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Private Warrants and Prospectus, (dC) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockStock issued, optionsor options to purchase Common Stock or other equity based awards granted pursuant to, rights existing employee benefit plans or warrants equity incentive plans of the Company referred to acquire in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) any shares of Common Stock or securities exchangeable warrants issued by the Company upon the amendment, exercise, exchange or exercisable for or convertible into redemption of warrants outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (E) any shares of Common StockStock issued upon redemption of OP Units pursuant to the terms of the Partnership Agreement, or (F) the filing of a registration statement in respect of a dividend reinvestment plan of the Company and any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationissued pursuant thereto, or (F) transfers of shares of Common Stock pursuant to Section 14(f) of Article 14 of the charter of the Company.