Common use of Lockup Clause in Contracts

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock.

Lockup. Without (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the CompanyConflicts Committee, except Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as specifically provided belowsuch term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, each GSO Fund that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and each GSO Fund shall cause its Affiliates not to“split-off” transactions (a “Public Offering”), during ) and (B) permitted after the period commencing on the date hereof and ending on the second fifth anniversary of the date of hereof in accordance with Section 4.2(a)(iii). (iii) Following the Anadarko Closing, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second fifth anniversary of the date hereof. For , the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, none cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the restrictions Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or limitations imposed on each (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockDelaware General Corporation Law.

Lockup. Without (a) (i) In the prior written consent case of the Company, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to)Shareholder Party listed on Exhibit B hereto, during the period commencing beginning on the Closing Date and continuing to and including the date hereof that is 180 days after the Closing Date, and ending (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the second anniversary Closing Date and continuing to and including the date that is the earlier of (A) one year after the Closing Date and (B) if the last sale price of the date of Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the Anadarko Closingevent the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00) (as adjusted after the Closing for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (x) in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities shares (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to Private Placement Warrants and Ordinary Shares underlying the Securities (other than the Offered StockPrivate Placement Warrants), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into into, exchangeable for or exercisable for Securities) that represent the right to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fundreceive shares, or to any other Affiliate interest in any of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if whether now owned or hereinafter acquired, owned directly by the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions undersigned (including holding as a custodian) or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to which the Offered Stockundersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties 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 the covered shares even if such covered shares would be disposed of by someone other than such Shareholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares.

Lockup. Without (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the CompanyConflicts Committee, except Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as specifically provided belowsuch term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, each GSO Fund that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and each GSO Fund shall cause its Affiliates not to“split-off” transactions (a “Public Offering”), during ) and (B) permitted after the period commencing on the date hereof and ending on the second fifth anniversary of the date of hereof in accordance with Section 4.2(a)(iii). (iii) Following the Anadarko Closing, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second fifth anniversary of the date hereof. For , the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, none cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and the Company similar to those between GE and the Company contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the restrictions Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or limitations imposed on each (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockDelaware General Corporation Law.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall (a) Each Holder agrees that it will not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, 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, pledge or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of the Securities (other than economic consequences of ownership of the Offered Stock) or (y) directly or indirectly engage Merger Issuance Shares in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock)a Public Sale, regardless of whether any transaction described in clauses (x) or (y) above is of these transactions are to be settled by delivery of Common Stock Merger Issuance Shares or other securities, in cash or otherwise. Notwithstanding , or publicly disclose the foregoingintention to make any offer, and subject to the conditions belowsale, each GSO Fund and its Affiliates may (a) transfer pledge or disposition, or enter into any Securities (Hedging Transaction or any securities convertible into or exercisable for Securities) other arrangement with respect to any limited partner Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); provided, that the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following the Effective Time with the prior approval of the majority of the independent trust managers of the Board. (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction or otherwise disposition of any investment fundMerger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, providedhowever, that in each case such Person agrees case, the transferred Merger Issuance Shares shall be subject to be bound by all of the provisions contained in of this AgreementSection 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, (b) transfer Securities further, that the transferee must execute and deliver to the Company pursuant an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to any net exercise or net settlement of any Common Stock pursuant to the terms all of the Warrant Agreement and restrictions set forth in this Section 1.13. (c) transfer Securities The terms of this Section 1.13 shall not prohibit or restrict: (i) any disclosure by any Holder in connection with a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any foreclosure by a lender Merger Issuance Shares or (y) its general intent to dispose of borrowed money any Merger Issuance Shares (which was secured by a bona fide pledge stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, other than the distribution of such shares to the owners of the Securities. Notwithstanding Holder), subject to its compliance with this Section 1.13, from time to time; or (ii) any Holder from exercising its rights under this Agreement to require the foregoing, if Company to file a registration statement under the Anadarko Closing does not occur, the two year period referred Securities Act to above shall commence on the date hereof and end on the second anniversary register all or any part of the date Merger Issuance Shares for resale at any time after the six month anniversary hereof. For . (d) Each Holder agrees that its registration rights relating to the avoidance of doubt, none of Registrable Securities set forth in this Agreement shall be subject to material compliance with the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to set forth in this Section 2.4 shall apply with respect to the Offered Stock1.13.

Lockup. Without the prior written consent Each of the CompanyHolders hereby agrees, except beginning 60 days (extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not todefined in the BCE Exchange Agreement), during the period commencing on the date hereof and ending on the second anniversary to not effect any public sale or distribution (including any sales pursuant to Rule 144) of the date equity securities of the Anadarko ClosingMotient, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exchangeable or exercisable for Securities) such securities, during the seven days prior to any limited partner and the 90-day period beginning on the effective date of any investment fundprimary underwritten registered public offering of equity securities of Motient or securities convertible or exchangeable into or exercisable for equity securities of Motient (except as part of such underwritten registration), member of any limited liability company or limited or general partner of any general or limited partnershipunless the underwriters managing such registered public offering otherwise consent in writing, and the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant (in each case which is an Affiliate of case, a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities“Lockup Period”). Notwithstanding the foregoing, the Holders shall not be obligated to comply with the provisions of this Section 2.1, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and holders of more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on the same terms as the Holders. If Acquired Shares are transferred to the shareholders of BCE (or, if BCE is no longer a public company, the Anadarko Closing public parent entity that controls BCE) in accordance with Section 5.1(h) hereof, such transferees shall not be bound by this Section 2.1. Notwithstanding the foregoing, this Section 2.1 shall not apply to any Holder (or transferee of any such Holder in accordance with Section 5.1 hereof) who does not occur, own or have the two year period referred right to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions acquire or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply vote with respect to Common Shares consisting of, in the Offered Stockaggregate, more than six percent (6%) of the total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the six percent (6%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

Lockup. Without Holder and each of Holder’s transferees agrees, in connection with the prior written consent first registration of the Company’s securities under the 1933 Act, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during upon the period commencing on Company’s request or the date hereof and ending on the second anniversary request of the date underwriters managing any underwritten offering of the Anadarko ClosingCompany’s securities, not to (xa) lend, 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, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of the Securities Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (other than the Offered Stockwhether such shares or any such securities are then owned by Us or are thereafter acquired) or (yb) directly or indirectly engage in enter into any short sales swap or other derivative arrangement that transfers to another, in whole or hedging transactions with respect to in part, any of the Securities (other than economic consequences of ownership of the Offered Common Stock), regardless of whether any such transaction described in clauses clause (xa) or (yb) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding , without the foregoingCompany’s prior written consent or the prior written consent of such underwriters, as the case may be, for such period of time (not to exceed 180 days or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and subject to (ii) analyst recommendations and opinions, including, but not limited to, the conditions belowrestrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into successor provisions or exercisable for Securitiesamendments thereto) to any limited partner from the effective date of any investment fund, member of any limited liability company such registration as the Company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, the underwriters may specify; provided, however, that in each case such Person agrees all (x) the Company’s officers and directors and (y) the Company’s stockholders holding three percent (3%) or more of the Company’s total outstanding Common Stock (treating all the Company’s convertible, exercisable and exchangeable securities on an as-if converted to be Common Stock basis) are bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities agreements that are no less restrictive. The underwriters in connection with any foreclosure by the Company’s initial public offering are intended third party beneficiaries of this Lock-Up Agreement and shall have the right, power and authority to enforce the provisions hereof as though they were a lender party hereto. Holder agrees that the Company may instruct the Company’s transfer agent to place stop-transfer notations in its records to enforce the provisions of borrowed money which was secured by a bona fide pledge this Lock-Up Agreement until the end of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stocksuch period.

Lockup. Without For a period of twelve (12) months following the prior written consent of the Companydate hereof, except as specifically provided belowotherwise agreed to by the vote of a majority of the Board, each GSO Fund no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, sell, contract apply 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities those Transfers set forth on Schedule B, annexed hereto, or (or any securities convertible into or exercisable for Securitiesb) a Transfer to any limited partner a Permitted Transferee of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnershipthe Transferring Stockholders, in each case which is an Affiliate case, only if the Transferee in respect of such Transfer executes a GSO FundJoinder Agreement to this Agreement in the form attached hereto as Exhibit A, or to any other Affiliate of a GSO Fund, provided, that in each case such Person whereby it agrees to be bound by the provisions contained in terms of this Agreement, (b) transfer Securities including, without limitation, this Section 2.1. Nothing in this Section 2.1 shall create any obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the Company contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be permitted to Transfer the equivalent percentage of Securities owned by such Other Stockholder as the percentage of Securities owned by such CityNet Holder represented by the Securities that were Transferred pursuant to such Board approval, provided that any net exercise or net settlement of any Common Stock Transfer by Other Stockholders pursuant to this sentence shall be on terms that are substantially the terms same (or more advantageous to the Transferring Other Stockholder) and for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in each case that a CityNet Holder Transfers Securities with approval of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates Board pursuant to this Section 2.4 2.1, shall apply with respect to notify each of the Offered StockOther Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.

Lockup. Without the prior written consent of the Company, except as specifically provided (i) Subject to clause (ii) below, each GSO Fund shall the Company agrees not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary to effect any public sale or distribution of the date of the Anadarko Closing, (x) offer, sell, contract to sell, sell any option Registrable Securities 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other similar securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exchangeable or exercisable for SecuritiesRegistrable Securities or such similar securities (other than any such sale or distribution pursuant to registrations on Form S-4 and Form S-8), commencing on the date the Company receives a request from any Holder under Section 9.3(a) and continuing until 120 days after the commencement of the related underwritten offering under Section 9.3(a) (the "Lockup Period"), where the managing underwriter so requests. (ii) Notwithstanding anything to any limited partner the contrary in clause (i) above, (A) nothing in this Section 9.3(b) shall prevent or impair the ability of any investment fundother security holders of the Company holding securities of the Company that give them, member as of any limited liability company or limited or general partner the date of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply demand registration rights with respect to Registrable Securities from exercising their demand registration rights at any time during the Offered StockLockup Period and (B) if at any time during the Lockup Period the Company proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement under the Securities Act on any form (other than a Form S- 4 or S-8 or any similar successor form or any other registration statement relating to an exchange offer or offering of securities solely to the Company's existing security holders or employees), then the registration request of the Holder requesting registration pursuant to Section 9.3(a) shall be deemed to be an incidental registration in accordance with Section 9.4 and (x) such registration shall not count as one of the two registration requests available to such Holder pursuant to Section 9.3(a) and (y) if the offering resulting from such registration shall be reduced in size for any reason, such reduction shall not be made from the Registrable Securities of any Holders entitled to register securities pursuant to Section 9.3(a), but shall be made from the allocations of all other parties (including the Company) registering their securities.

Lockup. Without limiting the Stockholders Agreement and except as provided in clauses (a) through (d) below, without the prior written consent of the Company, except as specifically provided belowPurchaser, each GSO Fund shall not (Seller party hereto and each GSO Fund shall cause its Affiliates not toMIU Holder (other than any MIU Holder receiving the MIU Holder Purchaser Shares) covenants and agrees, until (i) December 31, 2017 (such date, the “Initial Lock-Up Date”) with respect to 16.7% of the Purchaser Shares received by such Seller (the “Initial Lock-Up Shares”) and (ii) December 31, 2018 (such date, the “Subsequent Lock-Up Date” and, together with the Initial Lock-Up Date, the “Lock-Up Dates”) with respect to the remaining 83.3% of the Purchaser Shares received by such Seller (the “Subsequent Lock-Up Shares”), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) not to offer, sell, contract to sell, sell pledge, assign, transfer or otherwise create any option interest in or contract to purchase, purchase otherwise dispose of (or enter into any option or contract to sell, grant any option, right or warrant to purchase, lendtransaction which is designed to, or otherwise transfer or dispose ofwould reasonably be expected to, directly or indirectly, result in any of the Securities (other than foregoing) any of the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect Purchaser Shares acquired by such Seller pursuant to the Securities (other than the Offered Stock), regardless this Agreement. The foregoing restriction shall not apply to transfers of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may Purchaser Shares: (a) transfer any Securities (if the Seller is a natural person, by will, by intestate succession or any securities convertible into pursuant to a so-called “living trust” or exercisable other revocable trust established to provide for Securities) the disposition of property on the undersigned’s death, in each case to any limited partner of any investment fund, member of any the immediate family (as defined below) of the Seller or to a trust the beneficiaries of which are exclusively the Seller or members of the Seller’s immediate family; (b) if the Seller is a natural person, as a bona fide gift or gifts, including a bona fide gift or gifts to a charity or educational institution; (c) if the Seller is a natural person, a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company or limited any wholly-owned subsidiary of the Seller or general partner to an Affiliate under common control with the Seller, by operation of any general law, such as pursuant to a qualified domestic order or limited partnershipin connection with a divorce settlement; provided, in each case which is an Affiliate of a GSO Fund, or that such transferee agrees in writing to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound abide by the provisions contained of this Section 9.17; and (d) pursuant to a bona fide third party tender offer made to all holders of the Purchaser Common Stock or a merger, purchase, consolidation or other similar transaction, involving a change of control of Purchaser, that has been approved by the board of directors of Purchaser (and nothing in this Agreement, (b) transfer Securities to Agreement shall prohibit the Company pursuant to any net exercise or net settlement Seller from voting in favor of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities such transaction or taking any other action in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stocksuch transaction).

Lockup. Without Each Sponsor Party agrees that the prior written consent Company Shares (not including PIPE Shares) Beneficially Owned or owned of record by such Sponsor Party may not be transferred, assigned or sold (except to certain Permitted Transferees as described in this Agreement) (the “Lockup”) until the first to occur of (1) one year after the Closing, (2) such time, if any, as the closing price of the Company Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (3) the date following the Closing Date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Company Shares for cash, except as specifically provided below, each GSO Fund securities or other property. The restrictions set forth in this Section 5.2 shall not apply to Transfers made: (and each GSO Fund shall cause i) pursuant to a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of Sponsor Party; (iii) to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (v) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of its Affiliates not toshareholders having the right to exchange their Company Shares for cash, securities or other property; provided that, in the case of (i), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing(ii), (x) offer, 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 indirectly, any of the Securities (other than the Offered Stockiii) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stockiv), regardless (A) the recipient of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible such Transfer must enter into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees written agreement agreeing to be bound by the provisions contained in terms of this Agreement, including the transfer restrictions set forth in this Section 5.2 and (B)(x) no filing under Section 16(a) of the Exchange Act or other public announcement reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Lockup period described above and (y) such transfer or disposition shall not involve a disposition for value. “Permitted Transferee” means (a) the members of a Sponsor Party’s immediate family (where “immediate family” means, with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings); (b) transfer Securities to any trust for the Company pursuant to any net exercise direct or net settlement indirect benefit of any Common Stock pursuant to a Sponsor Party or the terms immediate family of the Warrant Agreement and a Sponsor Party; (c) transfer Securities in connection with any foreclosure by if a lender of borrowed money which was secured by Sponsor Party is a bona fide pledge of the Securities. Notwithstanding the foregoingtrust, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stocktrustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (d) any officer, director, general partner, limited partner, shareholder, member, or owner of similar equity interests in a Sponsor Party or any affiliate of a Sponsor Party; (e) any affiliate of a Sponsor Party or (f) any affiliate of an immediate family of a Sponsor Party.

Lockup. Without For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller agrees, for the benefit of the Company and Purchaser, as follows: A. During the period beginning on the date hereof and ending on the earlier of (i) the date that the Seller owns less than two (2%) percent of the issued and outstanding “Company Securities” (which for purposes hereof shall mean less than two (2%) of the fully-diluted shares of Common Stock held by Seller (and any Affiliates), including, in the numerator, all Common Stock, Preferred I Stock, and Preferred H Stock, held by the Seller (and any Affiliates) and, in the denominator, all Common Stock and stock of any other class of the Company then convertible into Common Stock held by all stockholders, in each case on an “as converted” basis for purpose of such calculation (ii) the twelve month anniversary of the date of this Agreement (the “Initial Lockup Period”); and B. For a further period (the “Additional Lockup Period”) of up to one hundred and eighty (180) days following the occurrence of any of the following events (each, a “Lockup Extension Event”) with respect to the Common Stock (and provided for greater certainty that the Additional Lockup Period shall only apply to the extent that Initial Lockup Period would terminate prior to the 180th day after the Lockup Extension Event): (1) the date of a final prospectus filed by the Company with the Securities and Exchange Commission in connection with a public offering in which the Company receives gross proceeds of at least $5.0 million, without the prior written consent of the underwriter or placement agent (lead manager or book runner); and (2) upon request of the underwriter(s) or placement agent (lead manager or book runner), the date of closing of a private placement of the Company’s securities in which the Company receives gross proceeds of at least $5.0 million, except without the prior written consent of the Company and the underwriter or placement agent (lead manager or book runner); and (3) the date of filing with the Securities and Exchange Commission of any Current Report on Form 8-K or press release (whichever is sooner) announcing a material acquisition (defined as specifically any acquisition requiring the filing of audited or pro-forma financial statements), without the prior written consent of the Company and the acquired company and provided belowthat any such acquisition is permitted under the terms of the Agreement of which this Rider is a part; Seller shall not, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any (i) shares of Common Stock, (ii) shares of Series H or Series I Preferred Stock or (iii) shares of Common Stock into which the Series H or Series I Preferred Stock is convertible, in each GSO Fund shall not case, which were received as consideration by the Seller in connection with this Agreement (the “Restrained Shares”) (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Restrained Shares or (iii) engage in any short selling of any Restrained Shares C. In addition to the Initial Lockup Period and each GSO Fund shall cause its Affiliates not toany Additional Lockup Period (as defined above) the Seller hereby agrees that it will not, without the prior written consent of the managing underwriter or placement agent for any registered offering of any Company Securities (the “Offering Lockup” and together with the Initial Lockup Period or any Additional Lockup Period, the “Lockup Period), during the period commencing on the date hereof of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the second anniversary date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the date of the Anadarko Closingrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (xi) lend; offer, ; pledge; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately before the effective date of the Securities registration statement for such offering or (ii) enter into any swap or other than arrangement that transfers to another, in whole or in part, any of the Offered Stockeconomic consequences of ownership of such securities, whether any such transaction described in clause (i) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (yii) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. Notwithstanding The foregoing provisions of this paragraph shall not apply to the foregoingsale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Seller only if all officers and directors of the Company are subject to the conditions below, each GSO Fund same restrictions and its Affiliates may the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (a5%) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person the Company’s outstanding Common Stock. The Seller further agrees to execute such agreements as may be bound reasonably requested by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities underwriters in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securitiessuch registration that are consistent with this paragraph or that are necessary to give further effect thereto. Notwithstanding anything herein to the foregoingcontrary, if not more than two (2) Offering Lockup periods shall be applicable to the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to undersigned under this Section 2.4 shall apply with respect to the Offered Stock.1.C.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (From and each GSO Fund shall cause its Affiliates not to), during the period commencing on after the date hereof of this Agreement and ending on through and including the second twelve (12) month anniversary of the date of Closing Date under the Anadarko ClosingStock Purchase Agreement (the “Lockup Period”), (x) the Holder irrevocably agrees it will not 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, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of the Securities Holder’s Shares (other than including any securities convertible into, or exchangeable for, or representing the Offered Stockrights to receive, the Holder’s Shares). In furtherance thereof, the Company will (x) or place a stop order on all of the Holder’s Shares, (y) directly notify its transfer agent in writing of the stop order and the restrictions on the Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or indirectly engage transfer any of the Holder’s Shares in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless violation of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwisethis Agreement. Notwithstanding the foregoing, and subject the undersigned may sell or otherwise transfer Holder’s Shares: (i) as a bona fide gift or gifts or pledge or pledges, provided that the Holder provides prior written notice of such gift or gifts or pledge to the conditions below, each GSO Fund Company and its Affiliates the Investors and the donee or donees or pledgee or pledgees (as the case may (abe) transfer any Securities (or any securities convertible into or exercisable for Securities) thereof agree to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, be bound by the restrictions set forth herein; provided, that any such gifts or pledges shall not, in each case the aggregate (adding up all such Person gifts and pledges), exceed eight percent (8%) of the outstanding shares of Common Stock at the time of any such gift or pledge; and (ii) on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided that the transferee thereof agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stockset forth herein.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (From and each GSO Fund shall cause its Affiliates not to), during the period commencing on after the date hereof of this Agreement and ending on through and including the second earlier of (i) the one-year anniversary of the date on which all “Registrable Securities” (as such term is defined in the Registration Rights Agreement entered into in connection with the Purchase Agreement), other than the 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Commission, or (ii) the two-year anniversary of the Anadarko ClosingClosing Date (the “Lockup Period”), (x) the Holder irrevocably agrees it will not 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, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the Securities rights to receive, Holder’s Shares). In furtherance thereof, the Company will (other than the Offered Stockx) or place a stop order on all Holder’s Shares covered by any registration statements, (y) directly notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or indirectly engage transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. The foregoing shall not apply to (a) any short sales or other derivative or hedging transactions transfer with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described Holder Shares to a person that agrees in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees writing to be bound by the provisions contained in terms of this AgreementLock-Up Letter Agreement (with a copy thereof to the Investors), (b) transfer Securities bona fide gifts, whether to charitable organizations or otherwise, provided the Company pursuant recipient thereof agrees in writing to any net exercise or net settlement of any Common Stock pursuant to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Warrant Agreement and Investors), (c) transfer Securities dispositions to any foundation, trust, partnership or the limited liability company, as the case may be, exclusively for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such person (or trustee of such trust) agrees in connection writing to be bound by the terms of this Lock-Up Letter Agreement (with any foreclosure a copy thereof to the Investors), (d) dispositions by a lender partnership to a partner of borrowed money which was secured such partnership, provided such partner agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors) and (e) dispositions by a bona fide pledge limited liability company to a member of such company, provided such member agrees in writing to be bound by the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary terms of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply Lock-Up Letter Agreement (with respect a copy thereof to the Offered StockInvestors).

Lockup. Without (i) In the prior written consent event the Company shall undertake its first sale to the public pursuant to a registration statement of the Company, except as specifically provided belowCompany filed under the Securities Act other than the Planned IPO, each GSO Fund Stockholder shall agree in writing, in form and substance customary for similar transactions, if requested by the managing underwriter or underwriters thereof, not (and each GSO Fund shall cause its Affiliates not to)to lend, during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closingoffer, (x) offerpledge, sell, contract to sellsell (including, without limitation, any short sale), 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 indirectly, any shares of Common Stock or other securities of the Securities (other than Company convertible into or exercisable or exchangeable for Common Stock held by such Stockholder immediately before the Offered Stock) effective date of the registration statement for such offering, or (y) directly or indirectly engage in enter into any short sales swap or other derivative arrangement that transfers to another, in whole or hedging transactions with respect to in part, any of the Securities economic consequences of ownership of Common Stock (other than the Offered Stock), regardless of whether any such transaction is described in clauses (x) or (y) above this subsection is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Notwithstanding , except for securities to be sold to such underwriter pursuant to such registration statement; provided, however that: (A) such period shall not exceed one hundred eighty (180) days after the foregoingeffective date of the registration statement, and subject except that such 180-day period may be extended for not more than eighteen (18) days if such extension is reasonably necessary to allow the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities Company’s underwriters to comply with NASD Conduct Rule 2711 (or any similar successor rule); and (B) the Company’s directors, officers and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) also agree to such limitations.” (ii) In the event that the Company advises a Stockholder that it intends to file or has filed a registration statement with respect to the Planned IPO, each Stockholder shall enter into a lock-up agreement with the representatives of the underwriters identified by the Company in substantially the form attached as Exhibit A within ten days of the Company’s request.” (iii) The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities of the Company convertible into or exercisable or exchangeable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities Common Stock subject to the Company pursuant to any net exercise foregoing restriction until the end of such one hundred eighty (180) day period (or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year extended period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stockset forth above).”

Lockup. Without Each Company Shareholder holding or beneficially owning Company Shares (or other Company Securities representing the right to acquire Company Shares (“Lockup Shareholders”); but excluding the Backstop Investor, any PIPE Investors, and Purchaser’s advisors Space Frontier Investment Holding Limited and Asian Legend International Investment Holding Limited shall, and the Company shall cause the Shareholders’ Representative to, enter into the Lockup Agreement prior written consent to the Closing. Xx. Xxxxxxx Xx shall be the Shareholders’ Representative. The Shareholders’ Representative, for and on behalf of the Shareholders of the Company, except as specifically provided below, each GSO Fund shall not hereby irrevocably agrees that following the Closing of the Merger and (and each GSO Fund shall cause its Affiliates not to), during i) with respect to Xxxxxxx Xx until the period commencing on the date hereof and ending on the second first anniversary of the date Closing of the Anadarko ClosingMerger, and (xii) offerfor all other Lockup Shareholders, selluntil the six-month anniversary of the Closing of the Merger (each as applicable, contract to sellthe “Lockup Period End Date”), sell any option none of Xxxxxxx Xx or contract to purchasethe other Lockup Shareholders, purchase any option or contract to sellas the case may be, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose ofshall, directly or indirectly: (a) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of), other than a transfer solely for estate planning purposes and provided any such transferee agrees to the provisions herein, any of the Securities Purchaser’s Class A Ordinary Shares, or any other securities of the Purchaser convertible into or exercisable or exchangeable for any such Purchaser Class A Ordinary Shares which are owned as of the Closing Date (other than collectively, the Offered Stock“Lockup Shares”); (b) or (y) directly or indirectly engage in enter into any short sales swap or other derivative derivatives transaction that transfers to another, in whole or hedging transactions with respect to in part, any of the Securities (other than economic benefits or risks of ownership of the Offered Stock)Lockup Shares, regardless of whether any such transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock the Lockup Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and ; (c) transfer Securities in connection with make any foreclosure by demand for or exercise any right or cause to be filed a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoingregistration statement, if the Anadarko Closing does not occurincluding any amendments thereto, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock.registration of any Lockup Shares or any other securities of the Purchaser; or

Lockup. Without For a period of twelve (12) months following the prior written consent of the Companydate hereof, except as specifically provided belowotherwise agreed to by the vote of a majority of the Board, each GSO Fund no Stockholder shall Transfer any Securities, provided, however, that the restriction contained in this Section 2.1 shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, sell, contract apply 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities those Transfers set forth on Schedule B, annexed hereto, or (or any securities convertible into or exercisable for Securitiesb) a Transfer to any limited partner a Permitted Transferee of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnershipthe Transferring Stockholders, in each case which is an Affiliate case, only if the Transferee in respect of such Transfer executes a GSO FundJoinder Agreement to this Agreement in the form attached hereto as Exhibit A, or to any other Affiliate of a GSO Fund, provided, that in each case such Person whereby it agrees to be bound by the provisions contained in terms of this Agreement, (b) transfer Securities including, without limitation, this Section 2. 1. Nothing in this Section 2.1 shall create any obligation on the part of the Board, the Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the Company contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be permitted to Transfer the equivalent percentage of Securities owned by such Other Stockholder as the percentage of Securities owned by such CityNet Holder represented by the Securities that were Transferred pursuant to such Board approval, provided that any net exercise or net settlement of any Common Stock Transfer by Other Stockholders pursuant to this sentence shall be on terms that are substantially the terms same (or more advantageous to the Transferring Other Stockholder) and for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in each case that a CityNet Holder Transfers Securities with approval of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates Board pursuant to this Section 2.4 2.1, shall apply with respect to notify each of the Offered StockOther Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.

Lockup. Without (a) Gold-Lxxxxx hereby agrees that, without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on from the Separation Date until the date hereof and ending on that is thirty-six (36) months following the second anniversary of Separation Date (the date of the Anadarko Closing“Lock-Up Period”), except as hereafter provided, she (xa) offer, 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 ofwill not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of any shares of the Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock; and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” with respect to any shares of the Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (other than the Offered Stock) “Exchange Act”), and the rules and regulations promulgated thereunder), or (y) directly or indirectly engage in otherwise enter into any short sales swap, derivative or other derivative transaction or hedging transactions with respect arrangement that transfers to another, in whole or in part, any economic consequences of ownership of any shares of the Securities (other than the Offered Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock), regardless of whether any or not such transaction described in clauses (x) or (y) above is to be settled by delivery of any shares of the Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock, other securities, in cash or otherwiseother consideration. The restrictions set forth herein are collectively referred to as the “Lock-Up Restrictions.” (b) Notwithstanding the foregoing, and subject to applicable laws of any and all competent jurisdictions, including, but not limited to, applicable securities laws, during the conditions belowLock-Up Period, each GSO Fund and its Affiliates Gold-Lxxxxx may (a) transfer any Securities (shares of the Company’s Common Stock or any securities security convertible into into, or exercisable for Securitiesor exchangeable for, any Common Stock as follows: (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth in this Paragraph 14; (ii) to any limited partner trust for the direct or indirect benefit of any investment fundGold-Lxxxxx or the immediate family of Gold-Lxxxxx, member provided that the trustee of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person the trust agrees to be bound in writing by the provisions contained restrictions set forth in this AgreementParagraph 14; (iii) to an executor or heir in the event of death, provided that the executor or heir agrees to be bound in writing by the restrictions set forth in this Paragraph 14; (biv) transfer Securities during the first eighteen (18) months of the Lock-Up Period, in an amount not to exceed that transferred by Jxxxxxx Xxxxxx in any three month calendar period during the Lock-Up Period; or (v) during the final eighteen (18) months of the Lock-Up Period, in an amount not to exceed 100,000 shares during any three month calendar period. (c) Gold-Lxxxxx hereby authorizes the Company pursuant during the Lock-Up Period to cause any net exercise transfer agent for the shares of the Company’s Common Stock or net settlement of any security convertible into, or exercisable or exchangeable for, any Common Stock pursuant to decline to transfer, and to note stop transfer restrictions on the terms stock register and other records relating to, any shares of the Warrant Agreement and (c) transfer Securities Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock for which Gold-Lxxxxx is the record holder and, in connection with the case of any foreclosure by a lender of borrowed money which was secured by a bona fide pledge shares of the Securities. Notwithstanding Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock for which Gold-Lxxxxx is the foregoingbeneficial but not the record holder, if agrees during the Anadarko Closing does not occurLock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, the two year period referred and to above shall commence note stop transfer restrictions on the date hereof stock register and end on the second anniversary other records relating to, such shares of the date hereof. For the avoidance of doubtCompany’s Common Stock or any security convertible into, none of the restrictions or limitations imposed on each of the GSO Funds exercisable or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered exchangeable for, any Common Stock.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (From and each GSO Fund shall cause its Affiliates not to), during the period commencing on after the date hereof of this Agreement and ending on through and including the second one year anniversary of the date earlier of (i) the Effective Date of the Anadarko ClosingRegistration Statement resulting in not less than seventy-five (75%) percent of all the Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) or (ii) the date on which all of the Registrable Securities can be sold without volume restrictions under Rule 144 (the "Lockup Period"), (x) the Holder irrevocably agrees it will not offer, pledge, encumber, 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, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Shares (including any securities convertible into, or exchangeable for, or representing the Securities rights to receive, Shares), except for the sale of the Holder’s Shares to the Successor pursuant to the Call Option Agreement dated the date hereof, which is subject to the provisions set forth below on transfers. In furtherance thereof, the Company will (other than x) place a stop order with the Offered Stock) or Transfer Agent on all Shares, including those which are covered by a registration statement, (y) directly notify the Transfer Agent in writing of the stop order and the restrictions on such Shares under this Agreement and direct the Transfer Agent not to process any attempts by the Holder to resell or indirectly engage transfer any Shares under any registration statements, rule 144, or otherwise in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless violation of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwisethis Agreement. Notwithstanding the foregoing, and or anything to the contrary contained herein, subject to the conditions belowprovisions set forth in the following sentence, each GSO Fund and its Affiliates the Successor may transfer Shares to his wife or children (a “Permitted Holder”). Any transfer of Shares permitted hereunder shall be subject to the following: (a) the transferor shall give prior notice of such intended transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner each of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this AgreementTransfer Agent and the Company, (b) such transfer Securities is subject to the Company pursuant to any net exercise or net settlement prior undertaking by each of any Common Stock pursuant Successor and each Permitted Holder (as applicable) with the Company, Transfer Agent and Investors that such transferred Shares are subject in all respects to the terms obligations and restrictions on Shares under this Agreement in place of the Warrant Agreement relevant transferor (including the placing on such Shares of a restrictive legend) and (c) such transferor shall remain liable for any breach by such Permitted Holder or, in the case of a transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of pursuant to the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occurCall Option, the two year period referred to above shall commence on the date hereof and end on the second anniversary Successor, of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stockany provision hereunder.

Lockup. Without (a) The Stockholder agrees that, except with the prior written consent of the Company, Company and except as specifically provided in Section 7(b) below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing beginning on the date hereof and ending on the second anniversary of date that is 12 months after the date of hereof (the Anadarko Closing"LOCKUP PERIOD"), (x) the Stockholder shall not transfer, offer, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any Common Stock, or any options or warrants to purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery shares of Common Stock or other securitiesStock, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into into, exchangeable for or exercisable for Securities) that represent the right to any limited partner of any investment fundreceive Common Stock, member of any limited liability company whether now owned or limited or general partner of any general or limited partnershiphereafter acquired, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound owned directly by the provisions contained in this Agreement, undersigned (including holding as a custodian) or with respect to which the Stockholder has the voting power or power of disposition within the rules and regulations of the SEC (collectively the "COMPANY SECURITIES"). (b) The Stockholder shall be permitted to sell or otherwise transfer the Registrable Securities as follows: (i) during the period beginning on the date that is six (6) months after the date hereof and ending on the date that is nine (9) months after the date hereof, the Stockholder may sell or otherwise transfer, in the aggregate, one-third (1/3) of the Registrable Securities; and (ii) during the period beginning on the date that is nine (9) months after the date hereof and ending on the date that is twelve (12) months after the date hereof, the Stockholder may sell or otherwise transfer, in the aggregate, (A) two-thirds (2/3) of the Registrable Securities less (B) the number of Registrable Securities sold during the time period described in paragraph (b)(i) above. Upon the expiration of the Lockup Period, the Stockholder may sell or otherwise transfer any and all of the Registrable Securities. (c) Notwithstanding anything to the Company pursuant contrary in this Section 7, the Stockholder shall be permitted to transfer any net exercise Registrable Securities (i) to those persons or net settlement entities that are securityholders of Stockholder, and to those persons or entities that are securityholders of such securityholders, and so on, on the date hereof, and/or (ii) in private resales, provided in the case of clauses (i) and (ii) that (A) such transfers are otherwise in compliance with the Securities Act, (B) in any Common Stock pursuant such transaction, the Securities Act legend and a legend reflecting the restrictions of this Agreement shall remain on the certificates representing the transferred shares, and (C) any such transferee shall agree to be bound, in all respects, by the terms and provisions of this Agreement (including, without limitation, by representing and warranting that such transferee has not engaged in any transaction prohibited by the terms of this Section 7 at any time during the Warrant Agreement and Lockup Period, including, without limitation, the portion of the Lockup Period that precedes the transfer of Registrable Securities to such transferee). Any permitted transferee under this clause (c) is referred to as a "PERMITTED TRANSFEREE"). (d) Notwithstanding anything to the contrary in this Section 7, the Stockholder shall be permitted to transfer any Registrable Securities in connection with at the closing of, or at any foreclosure by time following, a lender merger, consolidation or other transaction to which the Company is a party as a result of borrowed money which was secured by a bona fide pledge all or substantially all of the Securitiesthen outstanding equity securities of the Company are exchanged or otherwise canceled for consideration consisting of cash, other property or securities of a successor issuer. (e) The restrictions set forth in this Section 7 are expressly intended to preclude the Stockholder from engaging in any hedging or other transaction that is designed, or that reasonably could be expected, to lead to or to result in a sale or disposition of the Stockholder's Company Securities even if such securities would be disposed of by someone other than the undersigned. Notwithstanding Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the foregoingStockholder's Company Securities or with respect to any security that includes, if relates to, or derives any significant part of its value from such securities. (f) The Stockholder acknowledges that any certificates evidencing the Anadarko Closing does not occur, shares of Common Stock issued to the two year period referred to above shall commence Stockholder on the date hereof shall contain a legend that references the restrictions set forth in this Section 7. The Stockholder agrees and end on consents to the second anniversary entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Stockholder's Company Securities, except in compliance with the restrictions contained in this Section 7. (g) Notwithstanding anything to the contrary in this Section 7, if the Stockholder acquires Common Stock after the date hereof. For , nothing in this Agreement shall prohibit the avoidance Stockholder from disposing of doubt, none such shares of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Common Stock.

Lockup. Without the prior written consent (i) Subscriber shall not transfer, assign or sell (i) any of the Company, except Founder Shares or any Class A Common Stock issuable upon conversion thereof (other than to an affiliate of Subscriber that is subject to the same restrictions as specifically provided below, each GSO Fund shall not set forth in this Agreement) until the earliest of (and each GSO Fund shall cause its Affiliates not to), during A) one year following the closing of Business Combination (or such shorter restricted period commencing on as may apply to the date hereof and ending on the second anniversary of the date of the Anadarko ClosingSponsor),and (B) subsequent to Business Combination, (x) offer, 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 indirectly, any if the closing price of the Securities Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other than similar adjustments) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Offered Stock) Business Combination, or (y) directly or indirectly engage in any short sales the date on which the Company completes a liquidation, merger, share exchange, reorganization or other derivative similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) property or (yii) above is to be settled by delivery any of its Private Placement Warrants and Class A Common Stock issued upon conversion or other securities, in cash or otherwiseexercise thereof until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, and subject (i) in the event the foregoing transfer restrictions relating to the conditions belowFounder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, each GSO Fund the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its Affiliates may (a) affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any Securities time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities convertible into which they have been converted). (ii) Subscriber shall not transfer, assign or exercisable for Securities) sell any of the Class A Shares purchased in the IPO (other than to any limited partner an affiliate of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which Subscriber that is an Affiliate of a GSO Fund, or subject to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained same restrictions as set forth in this Agreement) until the earliest of (A) thirty days after an announcement of a Business Combination and (B) such time that the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, (bshare capitalizations, reorganizations, recapitalizations and other similar adjustments) transfer Securities for any 20 trading days within any 30-trading day period. Notwithstanding anything herein to the Company pursuant to contrary, nothing in this Agreement shall in any net exercise way restrict Subscriber from transferring, assigning or net settlement of selling any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities Public Warrants purchased in connection with the IPO or any foreclosure by a lender of borrowed money which was secured by a bona fide pledge securities of the Securities. Notwithstanding Company purchased by Subscriber in the foregoing, if public markets or in private transactions with third parties following the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockIPO.

Lockup. Without the prior written consent of the Company, except as specifically provided belowStockholder will not, each GSO Fund shall not from the Effective Date until the earlier of (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of i) 180 days after the date of this Agreement and (ii) the Anadarko Closingdate that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly: (xa) offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, 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 indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (other than collectively, the Offered Stock"Lockup Shares"); (b) or (y) directly or indirectly engage in enter into any short sales swap or other derivative agreement that transfers, in whole or hedging transactions with respect to in part, any of the Securities (other than the Offered Stock)economic consequences of ownership of any Lockup Shares, regardless of whether any such transaction described in clauses clause (x) or (ya) above is to be settled by delivery of Common Stock Lockup Shares or such other securities, in cash or otherwise; or (c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the restrictions set forth in this Section 1 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement. Notwithstanding The remaining 25% of the foregoingLockup Shares owned by Stockholder on the date of this Agreement, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Securities) to any limited partner Common Stock acquired by Stockholder after the date of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities shall not be subject to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of such the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to set forth in this Section 2.4 shall apply with respect to the Offered Stock1.

Lockup. Without Each Company Shareholder holding or beneficially owning Company Shares (or other Company Securities representing the right to acquire Company Shares (“Lockup Shareholders”); but excluding PIPE Investors and Purchaser’s advisors Space Frontier Investment Holding Limited and Asian Legend International Investment Holding Limited) shall, and the Company shall cause the Shareholders’ Representative to enter into the Lockup Agreement prior written consent to the Closing. Xx. Xxxxxxx Xx shall be the Shareholders’ Representative. The Shareholders’ Representative, for and on behalf of the Shareholders of the Company, except as specifically provided below, each GSO Fund shall not hereby irrevocably agrees that following the Closing of the Merger and (and each GSO Fund shall cause its Affiliates not to), during i) with respect to Xxxxxxx Xx until the period commencing on the date hereof and ending on the second first anniversary of the date Closing of the Anadarko ClosingMerger, and (xii) offerfor all other Lockup Shareholders, selluntil the six-month anniversary of the Closing of the Merger (each as applicable, contract to sellthe “Lockup Period End Date”), sell any option none of Xxxxxxx Xx or contract to purchasethe other Lockup Shareholders, purchase any option or contract to sellas the case may be, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose ofshall, directly or indirectly: (a) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of), other than a transfer solely for estate planning purposes and provided any such transferee agrees to the provisions herein, any of the Securities Purchaser’s Class A Ordinary Shares, or any other securities of the Purchaser convertible into or exercisable or exchangeable for any such Purchaser Class A Ordinary Shares which are owned as of the Closing Date (other than collectively, the Offered Stock“Lockup Shares”); (b) or (y) directly or indirectly engage in enter into any short sales swap or other derivative derivatives transaction that transfers to another, in whole or hedging transactions with respect to in part, any of the Securities (other than economic benefits or risks of ownership of the Offered Stock)Lockup Shares, regardless of whether any such transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock the Lockup Shares or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and ; (c) transfer Securities in connection with make any foreclosure by demand for or exercise any right or cause to be filed a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoingregistration statement, if the Anadarko Closing does not occurincluding any amendments thereto, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock.registration of any Lockup Shares or any other securities of the Purchaser; or

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall (a) Each Holder agrees that it will not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, 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, pledge or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of the Securities (other than economic consequences of ownership of the Offered Stock) or (y) directly or indirectly engage Merger Issuance Shares in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock)a Public Sale, regardless of whether any transaction described in clauses (x) or (y) above is of these transactions are to be settled by delivery of Common Stock Merger Issuance Shares or other securities, in cash or otherwise. Notwithstanding , or publicly disclose the foregoingintention to make any offer, and subject to the conditions belowsale, each GSO Fund and its Affiliates may (a) transfer pledge or disposition, or enter into any Securities (Hedging Transaction or any securities convertible into or exercisable for Securities) other arrangement with respect to any limited partner Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); provided, that the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following the Effective Time with the prior approval of the majority of the independent trust managers of the Board. (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction or otherwise disposition of any investment fundMerger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, providedhowever, that in each case such Person agrees case, the transferred Merger Issuance Shares shall be subject to be bound by all of the provisions contained in of this AgreementSection 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, (b) transfer Securities further, that the transferee must execute and deliver to the Company pursuant an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to any net exercise or net settlement of any Common Stock pursuant to the terms all of the Warrant Agreement and restrictions set forth in this Section 1.13. (c) transfer Securities in connection The terms of this Section 1.13 shall not prohibit or restrict any offer, sale, contract to sell or other disposition of (x) 100 Preferred Shares to 100 different Persons and (y) up to an additional 200,000 Preferred Shares to one or more Person(s), but only to the extent necessary to comply with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge the listing requirements of the Securities. Notwithstanding national securities exchange upon which the foregoingPreferred Shares are listed; provided, if the Anadarko Closing does not occurhowever, that in each such case, the two year period referred transferred Preferred Shares shall be subject to above shall commence on the date hereof and end on the second anniversary all of the date hereof. For provisions of Section 1.13 of this Agreement as though the avoidance undersigned Holder were still the Holder of doubtsuch Preferred Shares; and provided, none further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Preferred Shares subject to all of the restrictions set forth in this Section 1.13. (d) The terms of this Section 1.13 shall not prohibit or limitations imposed on each restrict: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares, (y) any of the GSO Funds transactions contemplated by Section 1.13(c) or (z) its Affiliates pursuant general intent to dispose of any Merger Issuance Shares (which stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, other than the distribution of such shares to the owners of the Holder), subject to its compliance with this Section 2.4 shall apply with respect 1.13, from time to time; or (ii) any Holder from exercising its rights under this Agreement to require the Company to file a registration statement under the Securities Act to register all or any part of the Merger Issuance Shares for resale at any time after the six month anniversary hereof. (e) Each Holder agrees that its registration rights relating to the Offered StockRegistrable Securities set forth in this Agreement shall be subject to material compliance with the restrictions set forth in this Section 1.13.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during a) During the period commencing on the date hereof and ending on the second anniversary earlier of a termination of this Agreement or 90 days following the date Closing Date, the officers and directors of Margate agree that they will not, without the Anadarko Closing, (x) offer, 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 ofprior written consent of B2B, directly or indirectly, sell, offer, offer to sell, grant an option for the sale of, transfer, assign, pledge, hypothecate or otherwise encumber any securities of Margate, the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (Holding Company or any securities convertible into other successor of Margate, or exercisable for Securities) to any limited partner otherwise dispose of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, interest therein; provided, however, that in each case officers and directors of Margate may make gifts of stock to or for the benefit of family members provided that such Person transferee executes an agreement pursuant to which such transferee agrees to be remain bound by the provisions contained in this Agreement, lockup period described herein as if such transferee were an officer or director of Margate. (b) transfer Securities to During the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence commencing on the date hereof and end ending on the second anniversary earlier of a termination of this Agreement or 90 days following the date hereof. For Closing Date, the avoidance officers and directors of doubtB2B agree that they will not, none without the prior written consent of Margate, directly or indirectly, sell, offer, offer to sell, grant an option for the restrictions sale of, transfer, assign, pledge, hypothecate or limitations imposed on each otherwise encumber any securities of Margate, the GSO Funds Holding Company or its Affiliates any other successor of Margate, or otherwise dispose of any interest therein; provided, however, that officers and directors of B2B may make gifts of stock to or for the benefit of family members provided that such transferee executes an agreement pursuant to this Section 2.4 shall apply with respect which such transferee agrees to remain bound by the Offered Stock.lockup period described herein as if such transferee were an officer or director of B2B.

Lockup. Without If the prior written consent Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the CompanyWarrants may not be sold, except assigned or otherwise transferred to any Person (i) in the case of the Warrants, during the Exercise Period, (ii) as specifically provided belowto any Qualifying Shares, each GSO Fund shall not during the period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and each GSO Fund shall cause its Affiliates not to)(y) in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the [*] following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such [*], then the last day of such [*]) and (iii) as to any Shares, during the period commencing on the date hereof such Share is first issued ("Issue Date") and ending on the second anniversary corresponding day in the [*] following the Issue Date (or, if there is no such corresponding day in such [*], then the last day of the date of the Anadarko Closingsuch [*]), except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) offerto an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not an Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, sell, contract if any designated Holder desires 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 indirectly, pledge any of the Securities (other than the Offered Stock) Warrants, any Qualifying Shares or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect Shares, then it shall be a condition to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner effectiveness of any investment fund, member such pledge during the applicable of any limited liability company or limited or general partner of any general or limited partnership, the foregoing periods that the pledgee agree in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees writing to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to 7.5 as if it were the Offered Stockpledgor hereunder.

Lockup. Without The Shareholder agrees with Parent and Buyer as follows: (a) In no event shall the prior written consent Shareholder Transfer any shares of Parent Common Stock received by such Shareholder pursuant to the CompanyPurchase Agreement (the “Restricted Securities”) other than in accordance with all applicable securities Laws (including in accordance with the Securities Act or an exemption therefrom) and the other terms and conditions of this Agreement. (b) Other than solely in the case of a Permitted Transfer, except as specifically provided belowin addition to the requirements of Section 1(a), each GSO Fund the Shareholder shall not (and each GSO Fund shall cause its Affiliates not to), Transfer any Restricted Securities during the period commencing (the “Lockup Period”) beginning on the date hereof Closing Date and ending on the second date that is the six (6) month anniversary of the date of Closing Date (the Anadarko Closing, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock“Lockup Period End Date”), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and . (c) transfer Securities In addition to and without derogating from the requirements of Sections 1(a) and (b), except in connection with a Permitted Transfer, the Shareholder shall not Transfer any foreclosure Restricted Securities on any given trading day in an amount (when aggregated with all Transfers on such day by a lender the Shareholder and/or any of borrowed money which was secured by a bona fide pledge his, her or its Affiliates) greater than the Shareholder’s Pro Rata Share of the SecuritiesAggregated Permitted Volume Cap. Notwithstanding the foregoing, if at any time the Anadarko Closing does Restricted Securities and other shares of Parent Common Stock issued to other Company Securityholders under the Purchase Agreement (or their Permitted Transferees) are traded by a single broker-dealer, then on each trading day the Pro Rata Shares (or any part thereof) of all of such holders (including the Shareholder) may be utilized by any such holder or holders (including the Shareholder); provided, however, that on any single trading day all such holders may not occur, Transfer in the two year period referred to above shall commence on the date hereof and end on the second anniversary aggregate a number of shares of Parent Common Stock exceeding their aggregate Pro Rata Share of the date hereof. For Aggregate Permitted Volume Cap. (d) The Shareholder consents to the avoidance entry of doubt, none stop transfer instructions with Parent’s transfer agent against the Transfer of the restrictions or limitations imposed on each of Restricted Securities during the GSO Funds or its Affiliates pursuant to Lockup Period, except in compliance with this Section 2.4 shall apply Agreement. (e) Two appropriate notations will be made with respect to certificated or uncertificated Restricted Securities held by the Offered StockShareholder referencing restrictions on Transfer of such Restricted Securities, which notations shall state: First Notation: “The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred or otherwise disposed of unless such transfer or disposition is registered under such Act and all applicable laws or an exemption from registration is available.” Second Notation: “The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Lockup Agreement dated as of [—], among [PARENT], [BUYER], and [SHAREHOLDER] (a copy of which is on file with the Secretary of [PARENT]).” (f) Notwithstanding the foregoing subsection (e), (i) the first notation shall be removed immediately following the effective date of the Registration Statement described in Section 7.17 of the Purchase Agreement (and Parent shall provide the transfer agent with the instruction and any documents requested by the transfer agent to effectuate such removal) and (ii) the second notation (and the first notation, unless previously removed) will be removed in accordance with the provisions of Section 1.3(f) of the Purchase Agreement.

Lockup. Without (a) Subject to Section 8.7(b), the prior written consent holders (the “Lockup Holders”) of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the CompanyCorporation issued (i) as consideration under that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), except dated as specifically provided of December 13, 2021, by and among the Corporation, Frontier Merger Sub, Inc., a Delaware corporation, Frontier Merger Sub II, LLC, a Delaware limited liability company, and Footprint International Holdco, Inc., a Delaware corporation (which, for all periods prior to the effectiveness of the First Merger (as defined in such Agreement and Plan of Merger) is referred to herein as the “Constituent Corporation”) (the “Business Combination Transaction”), or (ii) to directors, officers and employees of the Corporation and other individuals upon the settlement or exercise of restricted stock units, options or other equity awards outstanding as of immediately following the closing of the Business Combination Transaction in respect of awards of the Constituent Corporation outstanding immediately prior to the closing of the Business Combination Transaction (such shares referred to in Section 8.7(a)(ii), the “Legacy Equity Award Shares”), may not Transfer (as defined below) any Lockup Shares (as defined below) until the end of the Lockup Period (as defined below) (the “Lockup”). Notwithstanding anything to the contrary, each GSO Fund in no event will a holder of shares of Class F common stock, par value $0.0001 per share, of the Corporation who receives shares of Class A common stock upon conversion thereof in connection with the closing of the Business Combination Transaction or a holder of shares Class A common stock who purchased such shares pursuant to private placement in connection with the Business Combination Transaction be deemed to be a Lockup Holder. (b) The restrictions set forth in Section 8.7(a) shall not apply to: (i) in the case of an entity, Transfers to a stockholder, partner, member or affiliate of such entity; (ii) in the case of an individual, Transfers by gift to members of the individual’s immediate family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and each GSO Fund distribution upon death of the individual; (iv) in the case of an individual, Transfers pursuant to a qualified domestic relations order or in connection with a divorce settlement; (v) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) the exercise of any options, warrants or other convertible securities to purchase shares of Class A common stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that any shares of Class A common stock issued upon such exercise shall cause its Affiliates be subject to the Lockup; (vii) Transfers to the Corporation to satisfy tax withholding obligations pursuant to the Corporation’s equity incentive plans or arrangements; (viii) Transfers to the Corporation pursuant to any contractual arrangement in effect at the effective time of the Business Combination Transaction that provides for the repurchase by the Corporation or forfeiture of a Lockup Holder’s shares of Class A common stock or options to purchase shares of Class A common stock in connection with the termination of such Lockup Holder’s service to the Corporation; (ix) the entry, by a Lockup Holder, at any time after the effective time of the Business Combination Transaction, of any trading plan providing for the sale of shares of Class A common stock by such Lockup Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not to)provide for, or permit, the sale of any shares of Class A common stock during the period commencing on Lockup and no public announcement or filing is voluntarily made or required regarding such plan during the date hereof and ending on the second anniversary of the date of the Anadarko Closing, Lockup; (x) offertransactions in the event of completion of a liquidation, sellmerger, contract to sell, sell any option stock exchange 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 indirectly, any other similar transaction which results in all of the Securities (other than Corporation’s securityholders having the Offered Stock) or (y) directly or indirectly engage in any short sales right to exchange their shares of Class A common stock for cash, securities or other derivative or hedging transactions with respect to the Securities property; or (other than the Offered Stock), regardless of whether any transaction described in clauses (xxi) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide mortgage, pledge of the Securities. or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof. (c) Notwithstanding the foregoing, if the Anadarko Closing does not occurother provisions set forth in this Section 8.7, the two year period referred Board may, in its sole discretion, determine to above shall commence on waive, amend, or repeal the date hereof and end on the second anniversary Lockup obligations set forth herein. (d) For purposes of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock.8.7:

Lockup. Without In the prior written consent event the Company conducts a firm commitment, underwritten public offering of the Company, except as specifically provided below, each GSO Fund shall not its equity securities (and each GSO Fund shall cause its Affiliates not toan “Underwritten Offering”), during the period commencing on the date hereof of the final prospectus relating to the Underwritten Offering, and ending on the second anniversary date specified by the Company and the managing underwriter(s) (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, and (ii) analyst recommendations and opinions), the Holder hereby agrees that it will not, without the prior written consent of the date managing underwriter of the Anadarko Closing, such Underwritten Offering: (xA) lend; offer, ; pledge; sell, ; contract to sell, ; sell any option or contract to purchase, ; purchase any option or contract to sell, ; grant any option, right right, or warrant to purchase, lend, ; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired); or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Securities economic consequences of ownership of such securities; whether any such transaction described in clause (other than the Offered StockA) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (yB) above is to be settled by delivery of Common Stock or other securities, in cash cash, or otherwise. Notwithstanding the foregoing, and subject The foregoing provisions of this Section 5(d) shall (y) not apply to the conditions below, each GSO Fund and its Affiliates may (a) transfer Transfer of any Securities (or any securities convertible into or exercisable for Securities) shares to any limited partner trust for the direct or indirect benefit of any investment fundthe Holder or the immediate family of the Holder, member provided that the trustee of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person the trust agrees to be bound in writing by the provisions contained in this Agreementrestrictions set forth herein, and provided further that any such Transfer will not involve a disposition for value; and (bz) transfer Securities be applicable to the Holder only if all officers and directors of the Company pursuant to any net exercise or net settlement of any Common Stock pursuant are subject to the terms of same restrictions. Notwithstanding anything herein to the Warrant Agreement and (c) transfer Securities contrary, the underwriters in connection with any foreclosure by a lender an Underwritten Offering are intended third-party beneficiaries of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply 5(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with respect an Underwritten Offering that are consistent with this Section 5(d) or that are necessary to the Offered Stock.give further effect thereto

Lockup. Without (i) Subscriber agrees with the prior written consent Company that (i) the Founder Shares may not be transferred, assigned or sold until the earlier to occur of: (A) one year after the consummation of the Company, except as specifically provided below, each GSO Fund shall not Business Combination and (and each GSO Fund shall cause its Affiliates not to), during the period commencing on B) the date hereof and ending on following the second anniversary completion of the date of Business Combination on which the Anadarko ClosingCompany completes a liquidation, (x) offermerger, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales share exchange or other derivative or hedging transactions with respect similar transaction that results in all of its shareholders having the right to the Securities (other than the Offered Stock)exchange their shares of common stock for cash, regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock securities or other securities, in cash or otherwise. Notwithstanding property and (ii) the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities Private Placement Stock (or any securities convertible into or exercisable for Securities) to any limited partner shares of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net common stock issuable upon exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (cPrivate Placement Stock) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge may not be transferred, assigned or sold until 30 days after the consummation of the SecuritiesBusiness Combination. Notwithstanding the foregoing, if the Anadarko Closing does not occurclosing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the two year period referred Founder Shares will be released from the lockup. If at any time, and for any reason, the Sponsor, or any other subscriber of Founder Shares or Private Placement Stock, receives terms more favorable than the restrictions contained in this Section 4(a) (the “Lock-Up Restrictions”), then such terms shall be equally applied to above Subscriber’s Founder Shares and/or Private Placement Stock, as applicable, and the Lock-Up Restrictions contained herein shall commence on the date hereof and end on the second anniversary be amended, without any further required action of the date hereofparties hereto, to reflect the more favorable Lock-Up Restrictions provided to the Sponsor or such other subscriber of Founder Shares and/or Private Placement Stock. For The Securities shall contain a legend reflecting the avoidance of doubtforegoing lockup. Notwithstanding the first sentence hereinabove, none transfers, sales and assignments of the restrictions Securities are permitted (i) to the Company’s officers or limitations imposed on directors, any affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates, officers, directors, direct and indirect equityholders; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) private sales or transfers made in connection with the consummation of a Business Combination at price no greater than the price at which the applicable Securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of a Business Combination; (vii) to Subscriber’s affiliates, or any investment fund or other entity controlled or managed by Subscriber, or to any investment manager or investment advisor of such Subscriber or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the GSO Funds foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (v) and (vii), these Permitted Transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including these transfer restrictions. (ii) Following the expiration of the transfer restrictions set forth in clause (i) above, if the Securities are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then at Subscriber’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the legend referred to in clause (i) above, subject to compliance by Subscriber with the reasonable and customary procedures for such removal required by the Company or its Affiliates pursuant transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to this Section 2.4 shall apply be delivered to and maintained with respect its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to the Offered Stockissue such Securities without any such legend.

Lockup. Without (a) In consideration for Adelphia agreeing to its obligations under this Agreement, each Century Holder agrees in connection with any registration of Adelphia's securities, upon the request of Adelphia or the underwriters managing any underwritten offering of Adelphia's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than (i) those included in the registration in question and (ii) sale transactions not involving a public offering, provided that the transferee of such Century Holder as a condition thereto and in connection therewith, agrees to be bound by and joins in this Section 7), without the prior written consent of Adelphia or such underwriters, as the Companycase may be, except for such period of time not to exceed 90 days from the effective date of such registration as specifically provided belowAdelphia or the underwriters may specify. The restrictions under this Section 7 shall be conditioned upon an understanding that the Rigas Shareholders will be similarly restricted during any such period. During any period that sales of Registrable Shares by the Century Holder are restricted under this Section 7, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during Adelphia will give written notice to the period commencing Century Holder as soon as the restrictions on the date hereof and ending on the second anniversary sale terminate. Adelphia hereby agrees to give Century Holders among other things written notice of the date filing of a registration statement for a proposed underwritten offering to which the Anadarko Closingrestrictions in this Section 7 could apply if so requested. (b) Notwithstanding Section 7(a) of this Agreement or comparable provisions of any other agreement, (x) offerwhether now existing or hereafter entered into, sellto which Adelphia, contract to sell, sell any option the Century Holders 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 indirectly, any of the Securities Rigas Shareholders (or any of their respective affiliates) may be a party (i) Adelphia agrees that it will not request, and will not permit the underwriters managing any underwritten offering of Adelphia's securities to request, and (ii) each of the Century Holders agrees that it will not agree to, and will not permit the Rigas Shareholders to agree to, any restriction of the type described in Section 7(a) which could, under any circumstances restrict the ability of any of the Century Holders to sell any Registrable Shares. If, despite the foregoing sentence, any person shall assert that any Century Holder is or may be restricted in its ability to sell any of the Registrable Shares as a result of restrictions of the type described in Section 7(a) (or comparable provisions of other than agreements as described in the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stockforegoing sentence), regardless Adelphia hereby irrevocably consents, and agrees to cause any underwriter managing any underwritten offering of whether Adelphia's securities to irrevocably consent in writing, to such sale or sales. (c) Nothing in this Section 7 shall be deemed to imply or constitute an admission that sales of Registrable Shares by any transaction described in clauses (x) or (y) above is Century Holder are intended to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and would be subject to the conditions belowrestrictions set forth in Section 7(a) of this Agreement or comparable provisions of any other agreement, each GSO Fund and its Affiliates may (a) transfer whether now existing or hereafter entered into, to which Adelphia, the Century Holders or any Securities of the Rigas Shareholders (or any securities convertible into or exercisable for Securitiesof their respective affiliates) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of may be a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stockparty.

Lockup. Without Each Holder agrees, in connection with any registration by the Company of its securities for sale to the general public in an underwritten offering (whether or not the offering is pursuant to Section 5 hereof and whether or not such Holder is participating in such offering), that, upon request of the underwriters managing any such offering, such Holder will agree in writing not to sell, make short sales of or otherwise dispose of any Registrable Securities (other than that included in the registration) without the prior written consent of such underwriters for such period of time as may be reasonably requested by the underwriters. The period of time that the lockup shall apply to the Holders shall not extend for more than ninety (90) days following the effective date of the applicable registration statement and shall commence on (a) if the Holders have or are offered the right to participate in such offering as provided or contemplated by Section 3 with the priority provided or contemplated by Section 4.1(a), the date on which the preliminary prospectus is first distributed in connection with such offering, provided, if the applicable registration statement is not declared effective within thirty (30) days after the commencement of such period, the lockup shall not apply from the end of such thirty (30) day period until the applicable registration statement is declared effective, or (b) otherwise, the date on which the applicable registration statement is declared effective. Notwithstanding anything in this Section 12.1 to the contrary, the obligations under this Section 12.1 shall apply only to the extent that each executive officer and director of the Company holding Common Stock of the Company, except holders of 5% or more of the Company's Common Stock who are Affiliates of the Company and other participants in such registration (collectively the "Lockup Persons") shall enter into similar lockup agreements that are no more favorable to such Lockup Persons than those applicable to the Holders and which have a duration the same as specifically provided belowthat applicable to the Holders. In the event that the Company or the managing underwriter(s) shall release any such Lockup Persons from the requirements of any such lockup agreement, each GSO Fund Selling Holder shall not (and each GSO Fund shall cause be entitled to a corresponding pro rata release from its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, 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 indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stocklockup.

Lockup. Without Except with respect to Registrable Securities permitted to be registered in the Qualified Public Offering, each Holder agrees that, upon request by the underwriters managing the Qualified Public Offering of the Company’s securities, each Holder will enter into a customary lockup agreement with the underwriters under which such Holder (individually the “Lockup Shareholder”, and collectively, the “Lockup Shareholders”) shall agree, without the prior written consent of the Companysuch underwriters, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, 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 ofof any Ordinary Shares, directly Preferred Shares or indirectly, any of the Securities Conversion Shares (other than those permitted to be included in the Offered Stockregistration and other transfers to Affiliates permitted by law) for a period of time specified by such underwriters no greater than 180 days from the effective date of the registration statement covering such Qualified Public Offering or the pricing date of such offering as may be requested by the underwriters (ywhichever is later), provided that each of the other Shareholders holding at least one percent (1%) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect of the outstanding share capital of the Company signs a substantially identical lockup agreement and agrees to the Securities (other than the Offered Stock), regardless of whether any transaction same terms and conditions described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwisethis Section 2.12. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer each Lockup Shareholder shall be released from the lockup to the extent that any Securities (other Lockup Shareholders or any other Shareholders are released; and (b) each Lockup Shareholder may engage in private transfers of the securities convertible to Affiliates, provided that such Affiliates enter into the same lockup agreement with such underwriters or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, agree in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees writing to be bound by the lockup agreements signed between the Lockup Shareholders and the underwriters. The foregoing provision of this Section 2.12 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement. The Company shall require all future acquirers of the Company’s securities to execute prior to a Qualified Public Offering a lockup agreement containing substantially similar provisions as those contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock2.12.

Lockup. Without (i) For the period beginning on July 3, 2017 and ending on November 12, 2018 (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the CompanyConflicts Committee, except Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as specifically provided belowsuch term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, each GSO Fund that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and each GSO Fund shall cause its Affiliates not to“split-off” transactions (a “Public Offering”), during ) and (B) permitted after the period commencing on the date hereof and ending on the second fifth anniversary of the date Original Effective Date in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the Anadarko ClosingOriginal Effective Date, the GE Group shall be permitted to Transfer (x1) offer, 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 indirectly, any all of its Paired Interests (as defined in the Securities (other than the Offered StockExchange Agreement) or (y2) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities all of its shares of Class A Common Stock (other than the Offered after exchanging all of its Paired Interests into Class A Common Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and an unaffiliated third party subject to the conditions below, each GSO Fund and its Affiliates may following conditions: (aA) transfer any Securities (or any securities convertible into or exercisable for Securities) the buyer must make an offer to any limited partner purchase all shares of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to held by each Other Stockholder for the terms of the Warrant Agreement and same consideration (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoingincluding, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For for the avoidance of doubt, none cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and the Company similar to those between GE and the Company contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein; provided, that the foregoing restrictions or limitations imposed on each shall not preclude the GE Group from Transferring all of its remaining Paired Interests (after exchanging them for shares of Class A Common Stock) at any time after the expiration of the GSO Funds or its Affiliates pursuant to Lockup Period in a transaction permitted by Section 4.2(a)(ii). In connection with any Transfer permitted by this Section 2.4 shall apply with respect to 4.2(a)(iii), the Offered StockCompany Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. Without If the prior written consent Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the CompanyWarrants may not be sold, except assigned or otherwise transferred to any Person (i) in the case of the Warrants, during the Exercise Period, (ii) as specifically provided belowto any Qualifying Shares, each GSO Fund shall not during the period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and each GSO Fund shall cause its Affiliates not to)(y) in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the thirtieth (30th) month following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such thirtieth month, then the last day of such thirtieth month) and (iii) as to any Shares, during the period commencing on the date hereof such Share is first issued ("Issue Date") and ending on the second anniversary corresponding day in the thirtieth month following the Issue Date (or, if there is no such corresponding day in such thirtieth month, then the last day of the date of the Anadarko Closingsuch thirtieth month), except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) offerto an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not an Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, sell, contract if any designated Holder desires 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 indirectly, pledge any of the Securities (other than the Offered Stock) Warrants, any Qualifying Shares or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect Shares, then it shall be a condition to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner effectiveness of any investment fund, member such pledge during the applicable of any limited liability company or limited or general partner of any general or limited partnership, the foregoing periods that the pledgee agree in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees writing to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to 7.5 as if it were the Offered Stockpledgor hereunder.

Lockup. Without the prior written consent of the Company, except as specifically provided belowStockholder will not, each GSO Fund shall not from the Effective Date until the earlier of (and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of i) 180 days after the date of this Agreement and (ii) the Anadarko Closingdate that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly: (xa) offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, 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 indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, the "Lockup Shares"); (b) enter into any swap or other than agreement that transfers, in whole or in part, any of the Offered Stockeconomic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (1) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y2) above is to be settled by delivery of Common Stock Lockup Shares or such other securities, in cash or otherwise; or (c) make any demand for, or exercise any right with respect to, the registration of any Lockup Shares; provided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 2; and provided further, that the restrictions set forth in this Section 2 shall only apply to 75% of the Lockup Shares owned by Stockholder on the date of this Agreement (after taking into account the issuance of the Shares pursuant to this Agreement). Notwithstanding The remaining 25% of the foregoingLockup Shares owned by Stockholder on the date of this Agreement, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Securities) to any limited partner Common Stock acquired by Stockholder after the date of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities shall not be subject to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of such the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to set forth in this Section 2.4 shall apply with respect to the Offered Stock2.

Lockup. Without the prior written consent of the Company, except (a) Except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not toin Section 1.01(b), during the period commencing on the date hereof and ending on the second anniversary of from the date of the Anadarko ClosingClosing to and including January 17, (x) 2022, Holder agrees that it shall not offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange 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, purchase or otherwise encumber, dispose of or transfer, or grant any option rights with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Company Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Company Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Following January 17, 2022, Holder will have the right to resell any Registrable Securities held by Holder, including (i) in non-underwritten resales under the Registration Statement, (ii) pursuant to Subsequent Demand Registrations, (iii) pursuant to Rule 144 under the Securities Act or (iv) pursuant to any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to Section 2.03. (b) Notwithstanding Section 1.01(a), from the date of Closing to and including January 17, 2022: (i) The Holder may sell up to an aggregate of 50% of the Registrable Securities held by such Holder (the “Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; provided, however, that the Holder may not sell more than an aggregate of 25% of the Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement (the “Interim Threshold Amount”); provided, further, that the Company may, in its sole discretion, increase the Aggregate Threshold Amount or Interim Threshold Amount if requested by the Investor Designee in connection with the 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 Interim Threshold Amount or Aggregate Threshold Amount, as the case may, 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 50% of the Registrable Securities or 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 of [ ˜ ]1 Shares pursuant to (a) non-underwritten resales under the Registration Statement, (b) Rule 144 under the Securities Act, or (c) any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension rights set forth in Section 2.03 of the Registration Rights Agreement. (c) From the date of Closing to and including August 20, 2021, the Company agrees that it shall not offer, sell, contract to sell, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, lend, or otherwise transfer or dispose ofgrant any rights with respect to, directly or indirectly, any shares of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Company Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exchangeable or exercisable for Securities) any shares of Company Common Stock or enter into a transaction which would have the same effect, or publicly disclose the intention to make any limited partner of such offer or sale or to enter into any investment fundsuch transaction or other arrangement, member of any limited liability company or limited or general partner of any general or limited partnershipwithout, in each case case, the prior written consent of the Investor Designee, which is an Affiliate consent may be withheld in the Investor Designee’s sole discretion, except 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 GSO Fundparticipant or as a matching contribution under employee 401(k) plans, or to any other Affiliate (5) the vesting of a GSO Funddeferred stock units, provided(6) settlement of phantom units and (7) elections under employee stock purchase programs, that in each case such Person agrees to be bound by case, granted under the provisions contained Company’s benefit and compensation plans as in effect on the date of this Agreement, (bB) transfer Securities to the issuance of Company pursuant to any net exercise Common Stock, restricted stock, stock options, performance share units, phantom units, or net settlement of any Common Stock pursuant to other stock performance awards under the terms of the Warrant Agreement Company’s benefit and (c) transfer Securities compensation plans as in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence effect on the date hereof of this Agreement or under the EQT Corporation 2020 Long-Term Incentive Plan, and end (C) the offer and sale of shares of Company Common Stock in accordance with the Company’s 2009 Dividend Reinvestment and Stock Purchase Plan as in effect on the second anniversary date of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockAgreement.

Lockup. Without (i) This Section 4 (f) Lock­Up shall apply only to the prior written consent of the CompanyNew Common Shares under this Agreement, except as specifically provided below, each GSO Fund and shall not affect prior agreements between the Parties. (ii) The Buyer (and each GSO Fund shall cause its Affiliates not toto the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko ClosingPermitted Transferee) shall not offer, (x) offerpledge, 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 indirectly, any of the Securities (other than the Offered Stock) purchased hereunder or (y) directly or indirectly engage in enter into any short sales swap, hedging or other derivative arrangement that transfers to another, in whole or hedging transactions in part, any of the economic consequences of ownership of any of such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), provided that nothing herein shall restrict the Buyer from a Transfer of any of the Securities purchased hereunder to the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such Transfer. (iii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), the Permitted Transferee), except with consent of the Board, shall refrain at all times (including with respect to time periods after the Securities expiration of the Lock­Up Period) from selling the New Common Shares to any person or entity that is a Competitor (other than as defined below) of the Offered StockCompany or a member of the Competitor’s Group (as defined below), regardless except (1) in a genuine open market sale where the identity of whether the purchaser of the New Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of New Common Shares that the Buyer is permitted to sell in the open market shall not exceed 1% of the issued share capital of the Company at the relevant time during any transaction described 30­day period, and (2) accepting an offer (as defined in clauses the Hong Kong Takeovers Code) under a general offer for the Company where the offer has become unconditional (x) meaning that the offeror has received acceptances in respect of voting rights in the Company which, together with voting rights acquired or (y) above is agreed to be settled acquired before or during the offer, will result in the offeror and any person acting in concert with it holding more than 50% (or such other percentage level as contained in the terms of such offer or as otherwise required from time to time in the Hong Kong Takeovers Code) of the voting rights in the Company), or where the offeror has become entitled to compulsorily acquire the securities held by delivery the Buyer (and/or the Permitted Transferee) under applicable laws and regulations. For the purpose of Common Stock or other securitiesthis Section 4(f), in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may “Competitor” means (a) transfer any Securities the leading ten (10) companies in the area of pure foundry or any securities convertible into or exercisable for Securities) to any limited partner of any investment fundsemiconductor, member of any limited liability company or limited or general partner of any general or limited partnershiprespectively, in each case which is an Affiliate terms of a GSO Fundannual global revenues according to the most recent data of Gartner and/or iSuppli as at the Closing Date, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities the leading ten (10) semiconductor manufacturing companies in the PRC according to the Company pursuant to any net exercise most recent data of the Ministry of Industry and Information Technology of the PRC or net settlement of any Common Stock pursuant other institutions under its supervision (such as but not limited to the terms China Semiconductor Industry Association) as at the Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any subsidiaries of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockCompetitor’s holding company.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and each GSO Fund shall cause its Affiliates not to), during During the period commencing beginning on the date hereof Effective Time and ending on the second anniversary date that is the earliest of (i) six months after the Closing Date (as defined in the Business Combination Agreement), (ii) the date on which the closing price of the date shares of New Parent Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 90 days after the Closing Date, (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Anadarko ClosingCompany’s stockholders having the right to exchange their shares of New Parent Common Stock for cash, securities or other property (a “Liquidity Event”), and (iv) if after the Effective Time a third party makes a tender offer or similar transaction to all of the Company’s stockholders to acquire at least 50.1% (which minimum condition shall be non-waivable) of the outstanding shares of New Parent Common Stock for cash, securities or other property (a “Third Party Tender”), the last day on which shares of New Parent Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, in the case of this clause (iv), (x) the Lock-Up Period shall expire only for the purpose of tendering or otherwise committing shares of New Parent Common Stock in the Third Party Tender itself and not otherwise transacting in such shares outside the Third Party Tender and (y) if such Third Party Tender is not completed, the Lock-Up Period shall be revived and continue in accordance with its terms (such period described in the first sentence of this clause (a), the “Lock-Up Period”), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any shares of New Parent Common Stock, or any options or warrants to purchase any option or contract to sellshares of New Parent Common Stock, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into into, exchangeable for or exercisable for Securities) that represent the right to any limited partner receive shares of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO FundNew Parent Common Stock, or to any other Affiliate interest in any of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if which as of or immediately following the Anadarko Closing does not occur, Effective Time are owned directly by the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions undersigned (including holding as a custodian) or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to which the Offered Stockundersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties 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 the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares.

Lockup. Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (From and each GSO Fund shall cause its Affiliates not to), during the period commencing on after the date hereof of this Agreement and ending on through and including the second six month anniversary of the date Effective Date of the Anadarko Closinginitial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement during which either (1) the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of the Registrable Securities (as defined in the Registration Rights Agreement) registered on such Registration Statement) (the “Lockup Period”), (x) the Holder irrevocably agrees it will not 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, purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the Securities rights to receive, Holder’s Shares), except for Holder’s Shares (other than i) transferred pursuant to will, the Offered Stocklaws of decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; provided, however, that any Holder’s Shares transferred pursuant to items (ii) and (iii) of this letter shall be subject to the same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any registration statements, (y) directly notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (Holder’s Shares under such registration statements or any securities convertible into or exercisable for Securities) to any limited partner otherwise in violation of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered Stock.

Lockup. Without the prior written consent Subscriber shall not transfer, assign or sell (i) any of the Company, except Founder Shares or any Class A Common Stock issuable upon conversion thereof (other than to an affiliate of Subscriber that is subject to the same restrictions as specifically provided below, each GSO Fund shall not set forth in this Agreement) until the earliest of (A) one year following the closing of Business Combination (or for such shorter period as may apply to the Sponsor) and each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing(B) subsequent to Business Combination, (x) offer, 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 indirectly, any if the closing price of the Securities Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other than similar adjustments) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Offered Stock) Business Combination, or (y) directly or indirectly engage in any short sales the date on which the Company completes a liquidation, merger, share exchange, reorganization or other derivative similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or hedging transactions with respect to the Securities other property and (ii) any of its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof (other than to an affiliate of Subscriber that is subject to the Offered Stock), regardless same restrictions as set forth in this Agreement) until 30 days after the closing of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwisethe Business Combination. Notwithstanding the foregoing, and subject (i) in the event the foregoing transfer restrictions relating to the conditions belowFounder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, each GSO Fund the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its Affiliates may (a) affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any Securities time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities convertible into or exercisable for Securities) which they have been converted). Notwithstanding anything herein to any limited partner of any investment fundthe contrary, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained nothing in this AgreementAgreement shall in any way restrict Subscriber from transferring, (b) transfer Securities to assigning or selling any of the Public Warrants purchased in the IPO or any securities of the Company pursuant to any net exercise purchased by Subscriber in the public markets or net settlement of any Common Stock pursuant to in private transactions with third parties following the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockIPO.

Lockup. Without (i) This Section 4 (e) Lock­Up shall apply only to the prior written consent of the CompanyNew Common Shares under this Agreement, except as specifically provided below, each GSO Fund and shall not affect prior agreements between the Parties. (ii) The Buyer (and each GSO Fund shall cause its Affiliates not toto the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(e)(iv), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko ClosingPermitted Transferee) shall not offer, (x) offerpledge, 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 indirectly, any of the Securities (other than the Offered Stock) purchased hereunder or (y) directly or indirectly engage in enter into any short sales swap, hedging or other derivative arrangement that transfers to another, in whole or hedging transactions in part, any of the economic consequences of ownership of any of such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), provided that nothing herein shall restrict the Buyer from pledging any of the Securities purchased hereunder with the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such pledge. (iii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(e)(iv), the Permitted Transferee) shall refrain at all times (including with respect to time periods after the Securities expiration of the Lock­Up Period) from selling the New Common Shares to any person or entity that is a Competitor (other than as defined below) of the Offered StockCompany or a member of the Competitor’s Group (as defined below), regardless except in a genuine open market sale where the identity of whether any transaction described in clauses (x) the purchaser of the Common Shares is not known to, and cannot reasonably be determined by, the Buyer or (y) above is to be settled by delivery its agent effecting such sale and provided that the number of Common Stock or other securitiesShares that the Buyer is permitted to sell in the open market shall not exceed 1% of the issued share capital of the Company at the relevant time during any 30­day period. For the purpose of this Section 4(e), in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may “Competitor” means (a) transfer any Securities the leading ten (10) companies in the area of pure foundry or any securities convertible into or exercisable for Securities) to any limited partner of any investment fundsemiconductor, member of any limited liability company or limited or general partner of any general or limited partnershiprespectively, in each case which is an Affiliate terms of a GSO Fundannual global revenues according to the most recent data of Gartner and/or iSuppli as at the Closing Date, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities the leading ten (10) semiconductor manufacturing companies in the PRC according to the Company pursuant to any net exercise most recent data of the Ministry of Industry and Information Technology of the PRC or net settlement of any Common Stock pursuant other institutions under its supervision (such as but not limited to the terms China Semiconductor Industry Association) as at the Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any subsidiaries of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this Section 2.4 shall apply with respect to the Offered StockCompetitor’s holding company.