Common use of Lockup Clause in Contracts

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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. Holder and each of Holder’s transferees agrees, in connection with the first registration of the Company’s securities under the 1933 Act, upon the Company’s request or the request of the underwriters managing any underwritten offering of the Company’s securities, not to (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectlylend, offer, pledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of, directly or indirectly, any shares of any shares, Common Stock or any options securities convertible into or warrants exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by Us or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to purchase another, in whole or in part, any shares of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other than securities, in cash or otherwise, without the Private Placement Warrants Company’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 Ordinary Shares underlying (ii) analyst recommendations and opinions, including, but not limited to, the Private Placement Warrantsrestrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any securities convertible intosuccessor provisions or amendments thereto) from the effective date of such registration as the Company or the underwriters may specify; provided, exchangeable for however, that all (x) the Company’s officers and directors and (y) the Company’s stockholders holding three percent (3%) or that represent the right to receive shares, or any interest in any more of the foregoingCompany’s total outstanding Common Stock (treating all the Company’s convertible, whether now owned or hereinafter acquired, owned directly exercisable and exchangeable securities on an as-if converted to Common Stock basis) are bound by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”)agreements that are no less restrictive. The foregoing restriction is expressly agreed underwriters in connection with 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 preclude enforce the provisions hereof as though they were a 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 this Lock-Up Agreement until the end of 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 sharesperiod.

Lockup. (a) (i) In the case For a period of each Shareholder Party listed on Exhibit B hereto, during the period two (2) years beginning on the Closing Date and continuing date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to and including the date Transfer any shares of Company Common Stock to any Person that is 180 days after not an Affiliate of GE, unless approved by the Closing Date, and Conflicts Committee. (ii) in Following the case expiration of each Shareholder Party listed on Exhibit C heretothe Lockup Period, during no member of the period beginning on GE Group shall, without the Closing Date and continuing prior written consent of the Conflicts Committee, Transfer or agree to and including the date Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the earlier 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, that such restrictions shall not apply to Transfers (A) one year pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the Closing Date fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, 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, 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 last sale price buyer owning 100% of the Company Ordinary Shares equals Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or exceeds $12.00 per share (to be adjusted appropriately in the event y) enter into a stockholders agreement with the Company does not effect a stock split prior to containing substantially the Effective Time in order to cause same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 Board (including, without limitationfor the avoidance of doubt, any put or call option) with respect to any the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 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 sharesDelaware General Corporation Law.

Lockup. (a) (i) In Subject to clause (ii) below, the case Company agrees not to effect any public sale or distribution of each Shareholder Party listed any Registrable Securities or any similar securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities or such similar securities (other than any such sale or distribution pursuant to registrations on Exhibit B heretoForm S-4 and Form S-8), during the period beginning commencing on the Closing Date date the Company receives a request from any Holder under Section 9.3(a) and continuing to and including the date that is 180 until 120 days after the Closing Datecommencement of the related underwritten offering under Section 9.3(a) (the "Lockup Period"), and where the managing underwriter so requests. (ii) Notwithstanding anything to the contrary in the case of each Shareholder Party listed on Exhibit C heretoclause (i) above, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (A) one year after nothing in this Section 9.3(b) shall prevent or impair the Closing Date ability of other security holders of the Company holding securities of the Company that give them, as of the date of this Agreement, demand registration rights with respect to Registrable Securities from exercising their demand registration rights at any time during the Lockup Period and (B) if at any time during the last sale price of Lockup Period the Company Ordinary Shares equals or exceeds $12.00 per share (proposes to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose file on its behalf and/or on behalf of any shares, or of its security holders a Registration Statement under the Securities Act on any options or warrants to purchase any shares 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 Private Placement Warrants and Ordinary Shares underlying the Private Placement WarrantsCompany's existing security holders or employees), or any securities convertible into, exchangeable for or that represent then the right to receive shares, or any interest in any registration request of the foregoingHolder 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, whether now owned or hereinafter acquiredsuch reduction shall not be made from the Registrable Securities of any Holders entitled to register securities pursuant to Section 9.3(a), owned directly by but shall be made from the undersigned allocations of all other parties (including holding as a custodianthe Company) or with respect to which the undersigned 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 sharesregistering their securities.

Lockup. (a) (i) In Each Holder agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the case same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of each Shareholder Party listed on Exhibit B heretothe economic consequences of ownership of the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement with respect to any Merger Issuance Shares in any Public Sale during the period beginning on from the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and “Effective Time” (ii) as defined in the case Merger Agreement) through the one-year anniversary of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each casesuch period, the “Lock-Up Period”); provided, each such Shareholder Party agrees not tothat 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, directly or indirectlyduring the Lock-Up Period, restrict any offer, sellsale, contract to sell, pledge, grant any option to purchase, make any short sale Hedging Transaction or otherwise disposition of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, however, that in each such case, the transferred Merger Issuance Shares shall be subject to all of the provisions of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to all of the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 shall not prohibit or 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 or (y) its general intent to dispose of any sharesMerger Issuance Shares (which stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying distribution of such shares to the Private Placement Warrantsowners of the 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 Company to file a registration statement under the Securities Act to register all or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any part of the foregoing, whether now owned or hereinafter acquired, owned directly by Merger Issuance Shares for resale at any time after the undersigned six month anniversary hereof. (including holding as a custodiand) or Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be subject to material compliance with respect to which the undersigned 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 restrictions set forth 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 sharesthis Section 1.13.

Lockup. From and after the date of this Agreement and until the second anniversary of the effective date of a registration statement resulting in all Shares being registered for resale by the Investors (aplus 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) (i) In the case "Lockup Period"), the undersigned irrevocably agrees that, without the prior written consent of each Shareholder Party listed on Exhibit B heretothe Lead Investor, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Dateexcept as set forth below, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of it will not (A) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 splitsoffer, stock dividendspledge, reorganizationsloan, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, voluntarily make any short sale public announcement of a disposition offering or transfer, or otherwise transfer or dispose of, directly or indirectly, any of any shares, or any options or warrants to purchase any shares Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exercisable or exchangeable for, or representing the rights to receive, Holder’s Shares) or engage in any Short Sales with respect to any security of the Company; or (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The undersigned further agrees that it will not publicly disclose the intention to make any such offer, sale, pledge, redemption or disposition or to enter into any transaction described in the preceding sentence during the Lock-Up Period without, in each case, the prior written consent of the Lead Investor. In addition, the undersigned agrees that, without prior written consent of the Lead Investor, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration under the 1933 Act, of any Holder’s Shares or any security convertible into or exercisable or exchangeable for Holder’s Shares. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) 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 undersigned to resell or transfer any Holder’s Shares except in compliance with this Agreement. Notwithstanding the foregoing, the undersigned may transfer any of Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that represent (i) each resulting transferee of such Holder's Shares executes and delivers to the right Lead Investor an agreement satisfactory to receive sharesthe certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto and (ii) the undersigned notifies the Investors at least two (2) business days prior to the proposed transfer or disposition.. Further, undersigned shall be permitted to pledge, encumber, or any create a security interest in any or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the foregoingCompany and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China. For purposes hereof, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 Short Sales” include, without limitation, any all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers 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 sharesforeign regulated brokers.

Lockup. (a) (i) In Subscriber agrees with the case of each Shareholder Party listed on Exhibit B heretoCompany that (i) the Founder Shares may not be transferred, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is assigned or sold until the earlier of to occur of: (A) one year after the Closing Date consummation of the Business Combination and (B) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) the Private Placement Stock (or any shares of common stock issuable upon exercise of the Private Placement Stock) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. Notwithstanding the foregoing, if the last sale closing price of the Company Ordinary Shares Company’s common stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 Business Combination, the 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) (in each case, the “Lock-Up PeriodRestrictions”), each then such Shareholder Party agrees not toterms shall be equally applied to Subscriber’s Founder Shares and/or Private Placement Stock, directly as applicable, and the Lock-Up Restrictions contained herein shall be amended, without any further required action of the parties hereto, to reflect the more favorable Lock-Up Restrictions provided to the Sponsor or indirectlysuch other subscriber of Founder Shares and/or Private Placement Stock. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, offertransfers, sellsales and assignments of the Securities are permitted (i) to the Company’s officers or directors, contract to sell, pledge, grant any option to purchase, make any short sale affiliates or otherwise dispose family members of any sharesof the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any options 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 warrants to purchase any shares 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; (other 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 Private Placement Warrants and Ordinary Shares underlying price at which the Private Placement Warrants)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 securities convertible into, exchangeable for investment fund or that represent the right to receive sharesother entity controlled or managed by Subscriber, or to any interest in 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 foregoing, whether now owned or hereinafter acquireda “Permitted Transferee”); provided, owned directly 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 undersigned terms of this Agreement, including these transfer restrictions. (including holding as a custodianii) or with respect to which Following the undersigned has beneficial ownership within the rules and regulations expiration of the U.S. transfer restrictions set forth in clause (i) above, if the Securities are eligible to be sold without restriction under, and Exchange Commission (collectivelywithout 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 “covered shares”)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 transfer agent. The foregoing restriction is expressly agreed In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to preclude be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shareholder Parties from engaging in Securities without 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 shareslegend.

Lockup. (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) In 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 case may be, for such period of each Shareholder Party listed time not to exceed 90 days from the effective date of such registration as Adelphia 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, Adelphia will give written notice to the Century Holder as soon as the restrictions on Exhibit B heretosale terminate. Adelphia hereby agrees to give Century Holders among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 7 could apply if so requested. (b) Notwithstanding Section 7(a) of this Agreement or comparable provisions of any other agreement, during whether now existing or hereafter entered into, to which Adelphia, the period beginning on Century Holders or any of the Closing Date Rigas Shareholders (or any of their respective affiliates) may be a party (i) Adelphia agrees that it will not request, and continuing will not permit the underwriters managing any underwritten offering of Adelphia's securities to and including the date that is 180 days after the Closing Daterequest, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does Century Holders agrees that it will 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not agree to, directly or indirectlyand will not permit the Rigas Shareholders to agree to, offerany restriction of the type described in Section 7(a) which could, sell, contract to sell, pledge, grant under any option to purchase, make any short sale or otherwise dispose circumstances restrict the ability of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoingCentury 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 agreements as described in the foregoing sentence), Adelphia hereby irrevocably consents, and agrees to cause any underwriter managing any underwritten offering of 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 Century Holder are intended to be or would be subject to the restrictions set forth in Section 7(a) of this Agreement or comparable provisions of any other agreement, whether now owned existing or hereinafter acquiredhereafter entered into, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectivelyAdelphia, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging in any hedging Century Holders 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 Rigas Shareholders (or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharestheir respective affiliates) may be a party.

Lockup. (a) With respect to 100% of the Founder Shares and 50% of the Non-Founder Shares (i) In collectively, the case "Lockup Shares"), from and after the date of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date this Agreement and continuing to through and including the date that is 180 days after the Closing Date, and (ii) in the case one year anniversary of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 on which all of the Company Ordinary Shares equals and Warrant Shares are listed or exceeds $12.00 per share (quoted on a National Stock Exchange pursuant to be adjusted appropriately in Section 4.11 of the event 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 (in each case, the “Lock-Up Period”)Purchase Agreement, each such Shareholder Party applicable Holder irrevocably agrees that, except as set forth below, it will not tooffer, directly or indirectlypledge, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of the Lockup Shares held by such Holder (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest representing the rights to receive, such shares) or engage in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 Short Sales with respect to any security of the Company. In furtherance thereof, the Company will (x) place a stop transfer order with its transfer agent on all such Lockup Shares including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions on such Lockup Shares under this Agreement and direct the Transfer Agent not to process any attempts by the applicable Holder to resell or transfer any Lockup Shares held by such Holder, except in compliance with this Agreement. (b) Notwithstanding anything to the contrary provided in Section 3.a. hereof, , each Holder may transfer any Holders' Shares held by such Holder by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" means, for the foregoing purposes, the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned); provided, that includeseach resulting transferee of such Holder's Shares executes and delivers to the Company an agreement satisfactory to the Company certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, relates toeach Holder shall be permitted to pledge, encumber, or derives create a security interest in any significant part or all of its value from such covered sharesHolders' Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in the People's Republic of China.

Lockup. From and after the date of this Agreement and through and including the earliest to occur of (a) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders of the Registrable Securities included therein, (ib) In nine months after such time as all of the case Registrable Securities covered by such Registration Statement may be sold by the Holders without volume restrictions pursuant to Rule 144, or (c) the one year anniversary of the Effective Date of the Registration Statement resulting in all Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Shareholder Party listed on Exhibit B hereto, Trading Day following the Effective Date of any Registration Statement during which either (1) the period beginning on Registration Statement is not effective or (2) the Closing Date and continuing to and including prospectus forming a portion of the date that Registration Statement is 180 days after not available for the Closing Date, and resale of all Registrable Securities (ii) as defined in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (ARegistration Rights Agreement) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (required to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00covered thereby) (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 (in each case"Lockup Period"), the “Lock-Up Period”)Holder irrevocably agrees it will not offer, each such Shareholder Party agrees not topledge, directly or indirectly, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of its Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (y) notify its transfer agent in any writing of the foregoing, whether now owned or hereinafter acquired, owned directly 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 undersigned (including holding as a custodian) Holder to resell or with respect to which the undersigned has beneficial ownership within the rules and regulations transfer any Holder’s Shares under any registration statement, Rule 144 or otherwise in violation 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 sharesthis Agreement.

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during During the period beginning on the Closing Date effective time of the Merger and continuing to and including the date that is 180 days after (i) with respect to the Closing Date313 Acquisition Entities (other than BCP Voyager Holdings LP and its Permitted Transferees), and six (ii6) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (A) one year months after the Closing Date and (Bii) if Stockholder Parties other than the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share 313 Acquisition Entities (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00but including BCP Voyager Holdings LP and its Permitted Transferees), one (1) (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 year after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 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 Shareholder 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. (b) Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its shares (i) by will or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 3.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vi) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (vii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vi) above, (viii) pursuant to an order or decree of a Governmental Authority, (ix) from an executive officer to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in each case, of such executive officer, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of the shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 3.1, (xi) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Section 3.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 3.1, (xii) with the prior written consent of the Company or (xiii) pursuant to sales or transfers in connection with the exercise of such Stockholder Party’s piggyback rights pursuant to the Registration Rights Agreement or pursuant to sales or transfers in a sale by 313 Acquisition LLC that is otherwise permitted by this Confidentiality and Lockup Agreement with the Company that 313 Acquisition LLC has structured as a redemption of interests in 313 Acquisition LLC for the share underlying such interests (including any transfer of shares to the Xxxx Holders and the Xxxxxxxx Holders in connection with a redemption in lieu of participating in a sale by 313 Acquisition LLC as described in Exhibit E to the Merger Agreement); provided that:

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during During the period beginning commencing on the Closing Date date hereof and continuing to and including ending on the date that is 180 earlier of a termination of this Agreement or 90 days after following the Closing Date, the officers and (ii) in directors of Margate agree that they will not, without the case prior written consent of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not toB2B, directly or indirectly, sell, offer, sell, contract offer to sell, grant an option for the sale of, transfer, assign, pledge, grant hypothecate or otherwise encumber any option to purchasesecurities of Margate, make the Holding Company or any short sale other successor of Margate, or otherwise dispose of any sharesinterest therein; provided, however, that officers and directors of Margate may make gifts of stock to or for the benefit of family members provided that such transferee executes an agreement pursuant to which such transferee agrees to remain bound by the lockup period described herein as if such transferee were an officer or director of Margate. (b) During the period commencing on the date hereof and ending on the earlier of a termination of this Agreement or 90 days following the Closing Date, the officers and directors of B2B agree that they will not, without the prior written consent of Margate, 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 Holding Company or any other successor of Margate, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or otherwise dispose of any interest in any therein; provided, however, that officers and directors of B2B may make gifts of stock to or for the foregoing, whether now owned or hereinafter acquired, owned directly benefit of family members provided that such transferee executes an agreement pursuant to which such transferee agrees to remain bound by the undersigned (including holding lockup period described herein as a custodian) or with respect to which the undersigned 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 transferee were an officer or director 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.B2B.

Lockup. (a) Each Stockholder Party agrees not to Transfer (i) In fifty percent (50%) of the case of each Shareholder Covered Shares owned by such Stockholder Party listed on Exhibit B hereto, during the period beginning on the effective time of the Merger and ending on the date that is the earlier of (A) 180 days after the Closing Date and continuing to (B) the date on which the closing price of the shares of Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and including recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing Date and (ii) the remaining fifty percent (50%) of the Covered Shares owned by such Stockholder Party during the period beginning on the effective time of the Merger and ending on the date that is 180 days after the Closing Date, and (ii) or earlier, in the case of each Shareholder Party listed on Exhibit C heretoeither clause (i) or clause (ii), during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (A) one year if, after the Closing Date and (B) if as defined in the last sale price Merger Agreement), the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company Ordinary Shares equals Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or exceeds $12.00 per share (to be adjusted appropriately in the event 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 other property (in each case, the “Lock-Up Period”). Notwithstanding anything in this Article II to the contrary, none of the foregoing restrictions shall restrict (i) any Stockholder Party from pledging, hypothecating or granting a security interest in, lien on, or otherwise encumbering such Stockholder Party’s Covered Shares as security in respect of any bona fide financing arrangements (each, a “Permitted Loan” and, the Covered Shares pledged thereunder, the “Permitted Pledged Shares”) at any time, (ii) any Stockholder Party transferring such Permitted Pledged Shares to satisfy or avoid a bona fide margin call pursuant to a Permitted Loan and (iii) the ability of any lender (or its affiliate) to foreclose upon and sell, dispose of or otherwise transfer any Permitted Pledged Shares. (b) Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its Covered Shares (i) by will, other testamentary document or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations or for bona fide estate planning purposes, (iii) to any trust, partnership, limited liability company, corporation or other entity of which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests (for purposes of this Section 2.1, “immediate family” shall mean a current or former spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned, and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons, (iv) in the case of an individual, (x) to any immediate family member or other dependent or (y) to a trust, the beneficiary of which is the individual, a member of one of the individual’s immediate family or a charitable organization and, in each case, the sole trustee of which is such Shareholder individual, (v) in the case of an individual, by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement, (vi) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vii) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party agrees not toor its Affiliates, directly (viii) to a nominee or indirectlycustodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vii) above, (ix) pursuant to an order or decree of a Governmental Authority, (x) from an employee to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in each case, of such employee, (xi) pursuant to a bona fide third-party tender offer, sellmerger, contract consolidation or other similar transaction in each case made to sellall holders of the shares of Common Stock involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), pledgeprovided that in the event that such tender offer, grant merger, consolidation or other such transaction is not completed, such Stockholder Party’s Covered Shares shall remain subject to the provisions of this Section 2.1, (xii) to the Company (A) pursuant to the exercise of any option to purchasepurchase Common Stock granted by the Company pursuant to any employee benefit plans or arrangements (including any employee benefit plans or arrangements assumed in connection with the Merger) which are set to expire during the Lock-Up Period, make where any short sale Common Stock received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1, or otherwise dispose (B) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any sharesoption to purchase Common Stock or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements (including any employee benefit plans or arrangements assumed in connection with the Merger) which are set to expire or automatically vest during the Lock-Up Period, where, in the case of either (A) or (B) above, any Common Stock received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1, (xiii) pursuant to transactions solely to satisfy any U.S. federal, state, or any options local income tax obligations of the Stockholder Party (or warrants to purchase any shares its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants“Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger Agreement was executed by the parties, and such change prevents such transaction from qualifying as a “reorganization” pursuant to Section 368 of the Code (and such transaction does not qualify for similar tax-free treatment pursuant to any securities convertible into, exchangeable for successor or that represent other provision of the right to receive sharesCode or Regulations taking into account such changes), or any interest in any (xiv) with the prior written consent of the foregoing, whether now owned or hereinafter acquired, owned directly Company pursuant to a written instrument executed by the undersigned (including holding Company and the board designee of ROCC contemplated by the Merger Agreement or, if such person is not serving as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations director of the U.S. Securities and Exchange Commission (collectivelyCompany, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging in any hedging Xxxxx Xxxx 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.Xxxx Xxxxxx; provided that:

Lockup. (a) Subject to Section 8.7(b), each of the holders (the “Lockup Holders”) of (i) In shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), of the Corporation issued (A) as consideration under that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as 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 (B) 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”), and (ii) shares of Class A Preferred Stock, par value $0.0001 per share (the “Class A Preferred Stock”), including the shares of Class A common stock issuable upon conversion of the Class A Preferred Stock, 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, 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 each Shareholder Party listed 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 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 Exhibit B heretoa 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 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 provide for, or permit, the sale of any shares of Class A common stock during the Lockup and no public announcement or filing is voluntarily made or required regarding such plan during the Lockup; (x) transactions in the event of completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Corporation’s securityholders having the right to exchange their shares of Class A common stock for cash, securities or other property; or (xi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof. (c) Notwithstanding the other provisions set forth in this Section 8.7, the Board may, in its sole discretion, determine to waive, amend, or repeal the Lockup obligations set forth herein. (d) For purposes of this Section 8.7: (i) the term “Lockup Period” means the period beginning on the Closing Date closing date of the Business Combination Transaction and continuing to and including ending on the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the closing date that is the earlier of (A) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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.Business Combination Transaction;

Lockup. (a) If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not be sold, assigned or otherwise transferred to any Person (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C heretothe Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the period beginning commencing on (x) in the Closing Date and continuing case of any such Qualifying Shares purchased prior to and including the date that is Initial Vesting Date, the earlier of (A) one year after the Closing Initial Vesting Date and (By) 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 sale price day of such thirtieth month) and (iii) as to any Shares, during the period commencing on the date such Share is first issued ("Issue Date") and ending on the 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 such thirtieth month), except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to 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 Company Ordinary Shares equals or exceeds $12.00 per share (outstanding shares of Common Stock. Further, if any designated Holder desires to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in pledge any of the foregoingWarrants, whether now owned any Qualifying Shares or hereinafter acquiredany Shares, owned directly then it shall be a condition to the effectiveness of any such pledge during the applicable of the foregoing periods that the pledgee agree in writing to be bound by the undersigned (including holding provisions of this Section 7.5 as a custodian) or with respect to which if it were the undersigned 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 sharespledgor hereunder.

Lockup. (a) (i) In This Section 4 (f) Lock­Up shall apply only to the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing DateNew Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date The Buyer (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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time extent any Securities are Transferred to the Permitted Transferee in order to cause accordance with 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 (in each caseprovisions of Section 4(f)(iv), the “Lock-Up Period”)Permitted Transferee) shall not offer, each such Shareholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities purchased hereunder or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares, or any options or warrants to purchase any shares of such securities (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquireda “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), owned directly 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 undersigned 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 holding as a custodian) or with respect to which time periods after the undersigned has beneficial ownership within the rules and regulations expiration of the U.S. Securities Lock­Up Period) from selling the New Common Shares to any person or entity that is a Competitor (as defined below) of the Company or a member of the Competitor’s Group (as defined below), except (1) in a genuine open market sale where the identity of the purchaser of the New Common Shares is not known to, and Exchange Commission (collectivelycannot reasonably be determined by, the “covered shares”). The foregoing restriction Buyer or its agent effecting such sale and provided that the number of New Common Shares that the Buyer is expressly 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, and (2) accepting an offer (as defined in the Hong Kong Takeovers Code) under a general offer for the Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of voting rights in the Company which, together with voting rights acquired or agreed to preclude be 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 Shareholder Parties other percentage level as contained in the terms of such offer or as otherwise required from engaging time to time in any hedging 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 the Buyer (and/or the Permitted Transferee) under applicable laws and regulations. For the purpose of this Section 4(f), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to the most recent data of Gartner and/or iSuppli as at the Closing Date, or (b) the leading ten (10) semiconductor manufacturing companies in the PRC according to the most recent data of the Ministry of Industry and Information Technology of the PRC or other transaction which is designed institutions under its supervision (such as but not limited to or which reasonably could be expected to lead to or result in a sale or disposition the 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 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 sharesCompetitor’s holding company.

Lockup. (a) (i) In This Section 4 (e) Lock­Up shall apply only to the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing DateNew Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date The Buyer (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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time extent any Securities are Transferred to the Permitted Transferee in order to cause accordance with 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 (in each caseprovisions of Section 4(e)(iv), the “Lock-Up Period”)Permitted Transferee) shall not offer, each such Shareholder Party agrees not to, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities purchased hereunder or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares, or any options or warrants to purchase any shares of such securities (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquireda “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), owned directly 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 undersigned 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 holding as a custodian) or with respect to which time periods after the undersigned has beneficial ownership within the rules and regulations expiration of the U.S. Securities Lock­Up Period) from selling the New Common Shares to any person or entity that is a Competitor (as defined below) of the Company or a member of the Competitor’s Group (as defined below), except in a genuine open market sale where the identity of the purchaser of the Common Shares is not known to, and Exchange Commission (collectivelycannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of 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 30­day period. For the purpose of this Section 4(e), “covered shares”). The foregoing restriction is expressly agreed Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to preclude such Shareholder Parties from engaging the most recent data of Gartner and/or iSuppli as at the Closing Date, or (b) the leading ten (10) semiconductor manufacturing companies in any hedging the PRC according to the most recent data of the Ministry of Industry and Information Technology of the PRC or other transaction which is designed institutions under its supervision (such as but not limited to or which reasonably could be expected to lead to or result in a sale or disposition the 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 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 sharesCompetitor’s holding company.

Lockup. (a) (i) In Gold-Lxxxxx hereby agrees that, without the case prior written consent of each Shareholder Party listed on Exhibit B heretothe Company, during the period beginning on from the Closing Separation Date and continuing to and including until the date that is 180 days after thirty-six (36) months following the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 Separation Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not toexcept as hereafter provided, she (a) will not, directly or indirectly, offer, sell, contract agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, grant any option to purchase, make any short sale borrow or otherwise dispose of any shares, shares of the Company’s Common Stock or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities security convertible into, or exercisable or exchangeable for for, any Common Stock; and (b) will not establish or that represent the right to receive shares, increase any “put equivalent position” or liquidate or decrease any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or “call equivalent position” with respect to which any shares of the undersigned has beneficial ownership 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 (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (collectivelypromulgated thereunder), the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging in or otherwise enter into any hedging swap, derivative or other transaction which is designed or arrangement that transfers to another, in whole or which reasonably could be expected to lead to or result in a sale or disposition part, any economic consequences of ownership of any shares of the covered Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock, whether or not such transaction is to be settled by delivery of any shares even if such covered shares would be disposed of by someone the Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any Common Stock, other than such Shareholder Parties. Such prohibited hedging securities, cash or other transactions would includeconsideration. The restrictions set forth herein are collectively referred to as the “Lock-Up Restrictions.” (b) Notwithstanding the foregoing, without limitationsubject to applicable laws of any and all competent jurisdictions, including, but not limited to, applicable securities laws, during the Lock-Up Period, Gold-Lxxxxx may transfer any shares of the Company’s Common Stock or any security convertible into, or exercisable or exchangeable for, any short sale 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 trust for the direct or indirect benefit of Gold-Lxxxxx or the immediate family of Gold-Lxxxxx, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth in this Paragraph 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; (iv) 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 during the Lock-Up Period to cause any transfer agent for the shares of the Company’s Common Stock or any purchasesecurity convertible into, sale or grant exercisable or exchangeable for, any Common Stock to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, any shares of the 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 the case of any right (includingshares of the Company’s Common Stock or any security convertible into, without limitationor exercisable or exchangeable for, any put or call option) with respect Common Stock for which Gold-Lxxxxx is the beneficial but not the record holder, agrees during the Lock-Up Period to any cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such shares of the covered shares Company’s Common Stock or with respect to any security that includes, relates toconvertible into, or derives exercisable or exchangeable for, any significant part of its value from such covered sharesCommon Stock.

Lockup. (a) (i) In the case event the Company conducts a firm commitment, underwritten public offering of each Shareholder Party listed on Exhibit B heretoits equity securities (an “Underwritten Offering”), during the period beginning commencing on the Closing Date date of the final prospectus relating to the Underwritten Offering, and continuing to and including ending on the date that is 180 days after specified by the Closing DateCompany 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) in analyst recommendations and opinions), the case Holder hereby agrees that it will not, without the prior written consent of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier managing underwriter of such Underwritten Offering: (A) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals lend; offer; pledge; sell; contract to sell; sell any option or exceeds $12.00 per share (contract to be adjusted appropriately in the event the Company does not effect a stock split prior purchase; purchase any option or contract to the Effective Time in order sell; grant any option, right, or warrant 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not topurchase; or otherwise transfer or dispose of, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), of Common Stock or any securities convertible into, into or exercisable or exchangeable (directly or indirectly) for or that represent the right to receive shares, Common Stock (whether such shares or any interest 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 foregoing, economic consequences of ownership of such securities; whether now owned or hereinafter acquired, owned directly by the undersigned any such transaction described in clause (including holding as a custodianA) or with respect (B) above is to which the undersigned has beneficial ownership within the rules and regulations be settled by delivery of the U.S. Securities and Exchange Commission (collectivelyCommon Stock or other securities, the “covered shares”)in cash, or otherwise. The foregoing restriction is expressly agreed provisions of this Section 5(d) shall (y) not apply to preclude such Shareholder Parties from engaging in the Transfer of any hedging shares to any trust for the direct or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition indirect benefit of the covered shares even if such covered shares would be disposed of by someone other than such Shareholder Parties. Such prohibited hedging Holder 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 the immediate family of the covered shares Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such Transfer will not involve a disposition for value; and (z) be applicable to the Holder only if all officers and directors of the Company are subject to the same restrictions. Notwithstanding anything herein to the contrary, the underwriters in connection with an Underwritten Offering are intended third-party beneficiaries of this Section 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 an Underwritten Offering that are consistent with this Section 5(d) or with respect that are necessary to any security that includes, relates to, or derives any significant part of its value from such covered shares.give further effect thereto

Lockup. From and after the date of this Agreement and through and including the twelve (a12) (i) In the case month anniversary of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including under the date that is 180 days after the Closing Date, and Stock Purchase Agreement (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Lockup Period”), each such Shareholder Party the Holder irrevocably agrees it will not tooffer, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of the Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or representing the rights to receive, the Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all of the Holder’s Shares, (y) 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 interest in attempts by the Holder to resell or transfer any of the Holder’s Shares in violation of this Agreement. Notwithstanding the foregoing, whether now owned the undersigned may sell or hereinafter acquiredotherwise transfer Holder’s Shares: (i) as a bona fide gift or gifts or pledge or pledges, owned directly provided that the Holder provides prior written notice of such gift or gifts or pledge to the Company and the Investors and the donee or donees or pledgee or pledgees (as the case may be) thereof agree to be bound by the undersigned restrictions set forth herein; provided, that any such gifts or pledges shall not, in the aggregate (including holding as adding up all such 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 custodian) or with respect to trust, the beneficiaries of which are exclusively the undersigned has beneficial ownership within the rules and regulations a member or members of the U.S. Securities and Exchange Commission (collectivelyundersigned’s immediate family, provided that the “covered shares”). The foregoing restriction is expressly agreed transferee thereof agrees 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 bound by 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 sharesrestrictions set forth herein.

Lockup. (a) (i) In For good and valuable consideration, the case receipt and sufficiency of each Shareholder Party listed on Exhibit B heretowhich are hereby acknowledged, during the Seller agrees, for the benefit of the Company and Purchaser, as follows: A. During the period beginning on the Closing Date date hereof and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed ending on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (Ai) one year after the Closing Date date that the Seller owns less than two (2%) percent of the issued and outstanding “Company Securities” (Bwhich for purposes hereof shall mean less than two (2%) if of the last sale price 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 Ordinary Shares equals or exceeds $12.00 per share 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 be adjusted appropriately in one hundred and eighty (180) days following the event occurrence of any of the Company does not effect following events (each, a stock split “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 Effective Time in order to cause 180th day after the Lockup Extension Event): (1) the date of a final prospectus filed by the Company Share Value to equal with the Securities and Exchange Commission in connection with a public offering in which the Company receives gross proceeds of at least $10.005.0 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 (as adjusted after lead manager or book runner), the Closing for stock splitsdate of closing of a private placement of the Company’s securities in which the Company receives gross proceeds of at least $5.0 million, stock dividends, reorganizations, recapitalizations without the prior written consent of the Company and the likeunderwriter or placement agent (lead manager or book runner); and (3) for the date of filing with the Securities and Exchange Commission of any 20 trading days within Current Report on Form 8-K or press release (whichever is sooner) announcing a material acquisition (defined as any 30acquisition requiring the filing of audited or pro-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”forma financial statements), each without the prior written consent of the Company and the acquired company and provided that any such Shareholder Party agrees not toacquisition 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, pledge, grant any option to purchase, make any short sale 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 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 sharesRestrained Shares or (iii) engage in any short selling of any Restrained Shares C. In addition to the Initial Lockup Period and any 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 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 date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days, or any options such other period as may be requested by the Company or warrants an underwriter to purchase any shares accommodate regulatory restrictions on (1) the publication or other than distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrantsrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, into or exercisable or exchangeable for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that represent the right transfers to receive sharesanother, in whole or any interest in part, any of the foregoingeconomic consequences of ownership of such securities, whether now owned or hereinafter acquired, owned directly by the undersigned any such transaction described in clause (including holding as a custodiani) or with respect (ii) above is to which the undersigned has beneficial ownership within the rules and regulations be settled by delivery of the U.S. Securities and Exchange Commission (collectivelyCommon Stock or other securities, the “covered shares”)in cash, or otherwise. The foregoing restriction is expressly agreed provisions of this paragraph shall not apply to preclude such Shareholder Parties from engaging in the sale of any hedging or other transaction which is designed shares to or which reasonably could an underwriter pursuant to an underwriting agreement, and shall be expected applicable to lead to or result in a sale or disposition the Seller only if all officers and directors of the covered shares even if such covered shares would be disposed of by someone other Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more 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 five percent (including, without limitation, any put or call option5%) with respect to any of the covered shares Company’s outstanding Common Stock. The Seller further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this paragraph or with respect that are necessary to any security that includesgive further effect thereto. Notwithstanding anything herein to the contrary, relates to, or derives any significant part of its value from such covered shares.not more than two (2) Offering Lockup periods shall be applicable to the undersigned under this Section 1.C.

Lockup. (a) Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, date of this Agreement and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is The American Stock Exchange ("AMEX") has approved the earlier of (A) one year after the Closing Date and (B) if the last sale price Company's application for listing of the Company Ordinary Shares equals Common Stock, directly or exceeds $12.00 per share indirectly: (a) offer, pledge, announce the intention to be adjusted appropriately in the event the Company does not effect a stock split prior sell, sell, assign, transfer, encumber, contract to the Effective Time in order sell, sell any option or contract to cause the Company Share Value purchase, purchase any option or contract to equal $10.00) (as adjusted after the Closing for stock splitssell, stock dividendsgrant any option, reorganizationsright or warrant to purchase, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not toor otherwise transfer or dispose of, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), Common Stock or any securities convertible into, into or exercisable or exchangeable for or that represent the right to receive sharesCommon Stock (including without limitation, Common Stock or any interest in any of the foregoing, whether now securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or in accordance with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission Commission) (collectively, the “covered shares”"Lockup Shares"). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging in ; (b) enter into any hedging swap or other transaction which is designed to agreement that transfers, in whole 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 includepart, 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 economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (a) above is to be settled by delivery of Lockup Shares or such other securities, in cash or otherwise; or (c) make any demand for, or exercise any right with respect to any security that includes, relates 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 derives gifts to family members or charitable organizations to the extent that any significant part donee thereof agrees in writing to be bound by the terms of its value from 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. The remaining 25% of the Lockup Shares owned by Stockholder on the date of this Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, shall not be subject to such covered sharesthe restrictions set forth in this Section 1.

Lockup. (a) (i) In From and after the case date of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date this Agreement and continuing to through and including the date that is 180 days after the Closing Date, and (ii) in the case one year anniversary of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (Ai) one year after the Closing Effective Date and (B) if the last sale price of the Company Ordinary Shares equals Registration 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 exceeds $12.00 per share (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 adjusted appropriately in covered thereby) or (ii) the event date on which all of the Company does not effect a stock split prior to Registrable Securities can be sold without volume restrictions under Rule 144 (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 (in each case"Lockup Period"), the “Lock-Up Period”)Holder irrevocably agrees it will not offer, each such Shareholder Party agrees not topledge, directly or indirectly, offerencumber, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of its Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or representing the 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 (x) place a stop order with the Transfer Agent on all Shares, including those which are covered by a registration statement, (y) 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 interest attempts by the Holder to resell or transfer any Shares under any registration statements, rule 144, or otherwise in any violation of this Agreement. Notwithstanding the foregoing, whether now owned or hereinafter acquiredanything to the contrary contained herein, owned directly by subject to the undersigned (including holding as a custodian) or with respect to which provisions set forth in the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectivelyfollowing sentence, the Successor may transfer Shares to his wife or children (a “covered sharesPermitted Holder”). The foregoing restriction is expressly agreed Any transfer of Shares permitted hereunder shall be subject to preclude the following: (a) the transferor shall give prior notice of such Shareholder Parties from engaging in any hedging or other transaction which is designed intended transfer to or which reasonably could be expected to lead to or result in a sale or disposition each of the covered shares even if Transfer Agent and the Company, (b) such covered shares would be disposed transfer is subject to the prior undertaking by each of 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 obligations and restrictions on Shares under this Agreement in place of the relevant transferor (including the placing on such Shares of a restrictive legend) and (c) such transferor shall remain liable for any breach by someone other than such Shareholder Parties. Such prohibited hedging or other transactions would includePermitted Holder or, without limitationin the case of a transfer pursuant to the Call Option, any short sale or any purchasethe Successor, 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 sharesprovision hereunder.

Lockup. (a) (i) In Each Holder agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the case same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of each Shareholder Party listed on Exhibit B heretothe economic consequences of ownership of the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement with respect to any Merger Issuance Shares in any Public Sale during the period beginning on from the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and “Effective Time” (ii) as defined in the case Merger Agreement) through the one-year anniversary of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each casesuch period, the “Lock-Up Period”); provided, each such Shareholder Party agrees not tothat 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, directly or indirectlyduring the Lock-Up Period, restrict any offer, sellsale, contract to sell, pledge, grant any option to purchase, make any short sale Hedging Transaction or otherwise disposition of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, however, that in each such case, the transferred Merger Issuance Shares shall be subject to all of the provisions of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to all of the restrictions set forth in this Section 1.13. (c) 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 the listing requirements of the national securities exchange upon which the Preferred Shares are listed; provided, however, that in each such case, the transferred Preferred Shares shall be subject to all of the provisions of Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Preferred Shares; and provided, 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 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 transactions contemplated by Section 1.13(c) or (z) its general intent to dispose of any sharesMerger Issuance Shares (which stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying distribution of such shares to the Private Placement Warrantsowners of the 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 Company to file a registration statement under the Securities Act to register all or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any part of the foregoing, whether now owned or hereinafter acquired, owned directly by Merger Issuance Shares for resale at any time after the undersigned six month anniversary hereof. (including holding as a custodiane) or Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be subject to material compliance with respect to which the undersigned 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 restrictions set forth 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 sharesthis Section 1.13.

Lockup. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company and Parent, that, without the written consent of Parent (a) or, if applicable, Pubco (i) In the case of each Shareholder Party listed on Exhibit B heretoas defined below), during the period beginning on the Closing Date and continuing to and including closing date (the date that is 180 days after the “Closing Date, and (ii”) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share Merger and ending fifteen (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.0015) (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 months after the Closing Date (in each casethe “Initial Lockup Period” and the Initial Lockup Period as extended by a Trigger Event (as defined below), the “Lock-Up Lockup Period”), each provided that the Initial Lockup Period is subject to extension upon the occurrence of any Trigger Event such Shareholder Party agrees not tothat the Lockup Period shall expire on the fifteen (15) month anniversary of the Trigger Event, and shall apply to any Parent Successor Securities (as such term is defined below), the undersigned will not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, make purchase of any short option or contract of sale, grant of any option, right or warrant to purchase or other sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrantsdisposition), or otherwise transfer or 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), any securities convertible intoof Parent (each, exchangeable for a “Parent Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the date hereof or that represent the right to receive shares, hereafter acquired or (ii) enter into any swap or other agreement or any interest transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Parent Security, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of any Parent Security (each of the foregoing, whether now a “Prohibited Sale”). This Letter Agreement shall apply to all Parent Securities owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect shares of Parent’s common stock issued to which the undersigned has beneficial ownership within in connection with the rules Merger and regulations all Parent Successor Securities. For purposes of this Letter Agreement, “Trigger Event” shall be defined as the U.S. Securities date the Parent consummates a reverse merger transaction with an entity (“Pubco”) whose securities are traded on a national securities exchange or over the counter market pursuant to a merger, share exchange or asset purchase agreement; and Exchange Commission (collectively, “Parent Successor Securities” shall be defined as securities of Pubco issued to the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging undersigned 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 connection with 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 sharesTrigger Event.

Lockup. (a) If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not be sold, assigned or otherwise transferred to any Person (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C heretothe Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the period beginning commencing on (x) in the Closing Date and continuing case of any such Qualifying Shares purchased prior to and including the date that is Initial Vesting Date, the earlier of (A) one year after the Closing Initial Vesting Date and (By) 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 sale price day of such [*]) and (iii) as to any Shares, during the period commencing on the date such Share is first issued ("Issue Date") and ending on the corresponding day in the [*] following the Issue Date (or, if there is no such corresponding day in such [*], then the last day of such [*]), except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to 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 Company Ordinary Shares equals or exceeds $12.00 per share (outstanding shares of Common Stock. Further, if any designated Holder desires to be adjusted appropriately in the event 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in pledge any of the foregoingWarrants, whether now owned any Qualifying Shares or hereinafter acquiredany Shares, owned directly then it shall be a condition to the effectiveness of any such pledge during the applicable of the foregoing periods that the pledgee agree in writing to be bound by the undersigned (including holding provisions of this Section 7.5 as a custodian) or with respect to which if it were the undersigned 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 sharespledgor hereunder.

Lockup. The Shareholder agrees with Parent and Buyer as follows: (a) In no event shall the Shareholder Transfer any shares of Parent Common Stock received by such Shareholder pursuant to the Purchase Agreement (ithe “Restricted Securities”) In 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 each a Permitted Transfer, in addition to the requirements of Section 1(a), the Shareholder Party listed on Exhibit B hereto, shall not Transfer any Restricted Securities during the period (the “Lockup Period”) beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed ending on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier six (6) month anniversary of (A) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (the “Lockup Period End Date”). (c) In addition to and without derogating from the requirements of Sections 1(a) and (b), except in each caseconnection with a Permitted Transfer, the Shareholder shall not Transfer any Restricted Securities on any given trading day in an amount (when aggregated with all Transfers on such day by the Shareholder and/or any of his, her or its Affiliates) greater than the Shareholder’s Pro Rata Share of the Aggregated Permitted Volume Cap. Notwithstanding the foregoing, if at any time the 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 Transfer in the aggregate a number of shares of Parent Common Stock exceeding their aggregate Pro Rata Share of the Aggregate Permitted Volume Cap. (d) The Shareholder consents to the entry of stop transfer instructions with Parent’s transfer agent against the Transfer of the Restricted Securities during the Lockup Period, except in compliance with this Agreement. (e) Two appropriate notations will be made with respect to certificated or uncertificated Restricted Securities held by the Shareholder referencing restrictions on Transfer of such Restricted Securities, which notations shall state: First Notation: “Lock-Up Period”)The securities evidenced by this certificate have not been registered under the Securities Act of 1933, each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesas amended, or any options state securities laws and may not be transferred or warrants 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 purchase any shares restrictions on transfer set forth in a Lockup Agreement dated as of [—], among [PARENT], [BUYER], and [SHAREHOLDER] (other than a copy of which is on file with the Private Placement Warrants and Ordinary Shares underlying Secretary of [PARENT]).” (f) Notwithstanding the Private Placement Warrantsforegoing subsection (e), or any securities convertible into, exchangeable for or that represent (i) the right to receive shares, or any interest in any first notation shall be removed immediately following the effective date of the foregoing, whether now owned or hereinafter acquired, owned directly 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 undersigned transfer agent to effectuate such removal) and (including holding as a custodianii) or the second notation (and the first notation, unless previously removed) will be removed in accordance with respect to which the undersigned has beneficial ownership within the rules and regulations provisions of Section 1.3(f) 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 sharesPurchase Agreement.

Lockup. (a) (i) In Each holder of Registrable Securities agrees that in connection with any firm commitment public offering of the case Atlantic Capital Common Stock or other equity securities, and upon the request of each Shareholder Party listed on Exhibit B heretothe managing underwriter in such offering, such holder shall not, without the prior written consent of such managing underwriter, during the period beginning commencing the effective date of such registration and ending on the Closing Date and continuing date specified by such managing underwriter (such period not to and including the date that is exceed 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of an initial public offering (A“IPO”) one year after the Closing Date and (B) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately 90 days in the event 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 case of any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”registration other than an IPO), each such Shareholder Party agrees not to(a) offer, directly or indirectly, offerpledge, sell, contract to sell, pledge, grant any option or contract to purchase, make purchase any short sale option or contract to sell, hedge the beneficial ownership of or otherwise dispose of any sharesof, directly or any options or warrants to purchase indirectly, any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), of Atlantic Capital Common Stock or any securities convertible into, exercisable for or exchangeable for or that represent the right to receive sharesshares of Atlantic Capital Common Stock, or (b) enter into any interest swap or other arrangement that transfers to another, in whole or in part, any of the foregoingeconomic consequences of ownership of such securities, whether now owned or hereinafter acquired, owned directly by the undersigned any such transaction described in clause (including holding as a custodiana) or with respect (b) above is to which the undersigned has beneficial ownership within the rules and regulations be settled by delivery of the U.S. Securities and Exchange Commission (collectivelyAtlantic Capital Common Stock or such other securities, the “covered shares”)in cash or otherwise. The foregoing restriction is expressly agreed provisions of Section 4.4 shall not apply to preclude sales of Registrable Securities to be included in such Shareholder Parties from engaging in any hedging offering pursuant to Section 1.1, Section 1.2 or Section 2, and shall be applicable to the holders of Registrable Securities only if Atlantic Capital, all officers and directors of Atlantic Capital as well as all stockholders owning more than 5% of Atlantic Capital’s outstanding Common Stock are subject to the same restrictions. Each holder of Registrable Securities agrees to execute and deliver such other transaction agreements as may be reasonably requested by the Company or the managing underwriter which is designed to are consistent with the foregoing or which reasonably could are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 4.4, each holder of Registrable Securities shall be expected released, pro rata, from any lock-up agreement entered into pursuant to lead this Section 4.4 in the event and to the extent that the managing underwriter or result in a sale Atlantic Capital permit any discretionary waiver or disposition termination of the covered shares even if such covered shares would be disposed restrictions of by someone other than such Shareholder Parties. Such prohibited hedging or other transactions would include, without limitationany lock-up agreement pertaining to Atlantic Capital, any short sale officer, director or any purchase, sale or grant holder of any right (including, without limitation, any put or call option) with respect to any greater than 5% of the covered shares or with respect to any security that includes, relates to, or derives any significant part outstanding Atlantic Capital Common Stock. Atlantic Capital and all of its value from such covered sharesofficers and directors shall enter into a customary lock-up agreement in connection with an underwritten public offering of Registrable Securities if reasonably requested by the underwriters.

Lockup. (a) (i) In Subscriber shall not transfer, assign or sell (i) any of the case Founder Shares or any Class A Common Stock issuable upon conversion thereof (other than to an affiliate of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date Subscriber that is 180 days after subject to the Closing Date, and (iisame restrictions as set forth in this Agreement) in until the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier earliest of (A) one year after following the Closing Date and closing of Business Combination (or such shorter restricted period as may apply to the Sponsor),and (B) subsequent to Business Combination, (x) if the last sale closing price of the Company Ordinary Shares Company’s Class A Common Stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 splitsshare sub-divisions, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar adjustments) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesBusiness Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) any options or warrants to purchase any shares (other than the of its Private Placement Warrants and Ordinary Class A Common Stock issued upon conversion or exercise thereof until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares underlying the or Private Placement Warrants)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, 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 are no longer subjected to the foregoing transfer restrictions with respect to such securities at any 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 intointo which they have been converted). (ii) Subscriber shall not transfer, exchangeable for assign or that represent the right to receive shares, or any interest in sell any of the foregoing, whether now owned or hereinafter acquired, owned directly by Class A Shares purchased in the undersigned IPO (including holding other than to an affiliate of Subscriber that is subject to the same restrictions as set forth in this Agreement) until the earliest of (A) thirty days after an announcement of a custodianBusiness Combination and (B) or with respect to which such time that the undersigned has beneficial ownership within the rules and regulations closing price of the U.S. Securities Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and Exchange Commission (collectivelyother similar adjustments) for any 20 trading days within any 30-trading day period. Notwithstanding anything herein to the contrary, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging nothing in this Agreement shall in any hedging way restrict Subscriber from transferring, assigning 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 selling any of the covered shares Public Warrants purchased in the IPO or any securities of the Company purchased by Subscriber in the public markets or in private transactions with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesthird parties following the IPO.

Lockup. (a) (i) In From and after the case date of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date this Agreement and continuing to through and including the date that is 180 days after one year anniversary of the Closing Date, and Effective Date of a Registration Statement resulting in all Registrable Securities (ii) as defined in the case Registration Rights Agreement) being covered by a then effective registration statement (plus one additional day for each Trading Day following the Effective Date of each Shareholder Party listed on Exhibit C hereto, any Registration Statement during which either (1) the period beginning on Registration Statement is not effective or (2) the 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 prospectus forming a portion of the Company Ordinary Shares equals or exceeds $12.00 per share Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00covered thereby) (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 (in each case, the “Lock-Up Lockup Period”), each such Shareholder Party the Holder irrevocably agrees it will not tooffer, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of its Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest in any representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws 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 foregoingundersigned or the immediate family of the undersigned; provided, whether now owned or hereinafter acquiredhowever, owned directly 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) 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 undersigned (including holding as a custodian) Holder to resell or with respect to transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. In the event the Company files two Registration Statements which are subsequently declared effective by the undersigned has beneficial ownership within Commission, and following the rules and regulations one year anniversary 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 Effective Date of the covered shares even if second such covered shares would be disposed of by someone other than such Shareholder Parties. Such prohibited hedging or other transactions would includeRegistration Statement, without limitationall Registrable Securities are not yet effective, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any then the percentage of the covered shares or with respect Holder’s Shares which shall remain subject to any security that includes, relates to, or derives any significant part this Section 4 shall correspond to the percentage of its value from such covered sharesRegistrable Securities (as defined in the Registration Rights Agreement) which are not yet then registered for resale on an effective Registration Statement.

Lockup. (a) (i) In Subscriber agrees that the case of each Shareholder Party listed on Exhibit B heretoFounder Shares may not be transferred, during the period beginning on the Closing Date and continuing assigned or sold (except to and including the date that is 180 days after the Closing Date, and (ii) certain permitted transferees as described in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is Registration Statement) until the earlier of to occur of: (A1) one year after the Closing Date consummation of the Business Combination and (B2) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the last sale closing price of the Company Ordinary Shares Company’s common stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each caseBusiness Combination, the “Lock-Up Period”)Founder Shares will be released from the lockup. The Founder Shares shall contain a legend reflecting the foregoing lockup. Notwithstanding anything to the contrary contained herein, each such Shareholder Party agrees Subscriber shall not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any be prohibited from effecting a short sale or otherwise dispose with securities that do not constitute “Securities” under this Agreement. (ii) Following the expiration of any sharesthe 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 any options or warrants if they are registered for resale under the Securities Act pursuant to purchase any shares a shelf registration statement, then at the 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 (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)i) above, or any securities convertible into, exchangeable for or that represent the right subject to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly compliance by the undersigned (including holding as a custodian) Subscriber with the reasonable and customary procedures for such removal required by the Company or with respect to which its transfer agent. In connection therewith, if required by the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectivelyCompany’s transfer agent, the “covered shares”). The foregoing restriction is expressly agreed Company will promptly cause an opinion of counsel to preclude be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Shareholder Parties from engaging in Securities without 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 shareslegend.

Lockup. (a) (i) In From and after the case date of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date this Agreement and continuing to through and including the date that six month anniversary of the Effective Date of the initial 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 180 days after not effective or (2) the Closing Date, and prospectus forming a portion of the Registration Statement is not available for the resale of the Registrable Securities (ii) as defined in the case of each Shareholder Party listed Registration Rights Agreement) registered on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00such Registration Statement) (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 (in each case, the “Lock-Up Lockup Period”), each such Shareholder Party the Holder irrevocably agrees it will not tooffer, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of its Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or any interest in any representing the rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws 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 foregoingundersigned or the immediate family of the undersigned; provided, whether now owned or hereinafter acquiredhowever, owned directly 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) 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 undersigned (including holding as a custodian) Holder to resell or with respect to which the undersigned has beneficial ownership within the rules and regulations transfer any Holder’s Shares under such registration statements or otherwise in violation 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 sharesthis Agreement.

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during During the period (the “Lock-Up Period”) beginning on at the Closing Date Effective Time and continuing to and including the date that is 180 days after the Closing Date, and earlier of (iii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (A) one year 12 months after the Closing Date and (Bas defined in the Business Combination Agreement), or (ii) if the last sale price of date that the Company Ordinary Shares equals or Closing Share Price (as defined below) exceeds $12.00 12.50 per share (to be adjusted appropriately in the event 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 consecutive 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”)period, each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of Common Stock, together with any (i) securities paid as dividends or any options distributions with respect to such securities or warrants to purchase any (ii) securities that are exchangeable or convertible into shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquiredCommon Stock, owned directly by the undersigned such Stockholder Party (including holding as a custodian) or with respect to which the undersigned such Stockholder Party has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered sharesCovered Securities”); provided that Covered Securities will not include an aggregate number of shares of Common Stock owned by the Stockholder Parties equal to (X) 1,650,000 shares, plus (Y) the number of shares of Common Stock issued to JanBella Group, LLC pursuant to Section 7.21 of the Business Combination Agreement, minus (Z) 557,692 shares, which may be sold or otherwise transferred by the Stockholder Parties without restriction pursuant to this Agreement. The foregoing restriction is expressly agreed to preclude such Shareholder 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 Covered Securities even if such covered shares Covered Securities would be disposed of by someone other than such Shareholder 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 Covered Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares.Covered Securities. “Closing Share Price” means the dollar volume-weighted average price of IAC Class A Common Stock on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc.

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during During the period beginning on the Closing Date Effective Time and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed ending on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier earliest of (Ai) one year after the Closing Date and (Bas defined in the Business Combination Agreement), (ii) if the last sale date on which the closing price of the Company Ordinary Shares shares of New Parent Common Stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 reorganizations and the likerecapitalizations) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 days after the Closing Date Date, and (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in each caseall of the Company’s stockholders having the right to exchange their shares of New Parent Common Stock for cash, securities or other property (a “Liquidity Event” and such period described in the first sentence of this clause (a), the “Lock-Up Period”), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of New Parent Common Stock, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)of New Parent Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive sharesshares of New Parent Common Stock, or any interest in any of the foregoing, whether now owned which as of or hereinafter acquired, immediately following the Effective Time are owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 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 Shareholder 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. (a) (i) In From and after the case date of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date this Agreement and continuing to through and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (Ai) one the one-year after the Closing Date and (B) if the last sale price anniversary of the Company Ordinary Shares equals or exceeds $12.00 per share date on which all “Registrable Securities” (to be adjusted appropriately as such term is defined in the event Registration Rights Agreement entered into in connection with the Company does not effect a stock split prior to Purchase Agreement), other than the Effective Time in order to cause 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Company Share Value to equal $10.00Commission, or (ii) (as adjusted after the Closing for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30two-trading day period commencing at least 150 days after year anniversary of the Closing Date (in each case, the “Lock-Up Lockup Period”), each such Shareholder Party the Holder irrevocably agrees it will not tooffer, directly or indirectly, offerpledge, sell, contract to sell, pledgesell any option or contract to purchase, purchase any option or contract to sell, grant any option option, right or warrant to purchase, make any short sale purchase or otherwise transfer or dispose of any sharesof, directly or indirectly, or announce the offering of, any options or warrants to purchase any shares of its Holder’s Shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or including any securities convertible into, or exchangeable for or that represent the right to receive sharesfor, or representing the rights to receive, Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any interest registration statements, (y) notify its transfer agent in any writing of the foregoing, whether now owned or hereinafter acquired, owned directly 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 undersigned Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. The foregoing shall not apply to (including holding as a custodiana) or any transfer with respect to which the Holder Shares to a person that agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (b) bona fide gifts, whether to charitable organizations or otherwise, provided the recipient thereof agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (c) 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 has beneficial ownership within and/or the rules and regulations immediate family of the U.S. Securities undersigned, provided that such person (or trustee of such trust) agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (d) dispositions by a partnership to a partner of 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 Exchange Commission (collectivelye) dispositions by a limited liability company to a member of such company, provided such member agrees in writing to be bound by the “covered shares”terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors). 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. Each Sponsor Party agrees that the Company Shares (anot 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) (ithe “Lockup”) In until the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing first to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier occur of (A1) one year after the Closing Date and Closing, (B2) such time, if any, as the last sale closing price of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 share splits, stock dividendsshare 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 each case, all of the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent Company’s stockholders having the right to receive sharesexchange their Company Shares for cash, securities or other property. The restrictions set forth in this Section 5.2 shall not apply to Transfers made: (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 interest Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the distribution of assets in any connection with the dissolution of marriage or civil union; or (v) in the event of the foregoingCompany’s completion of a liquidation, whether now owned merger, share exchange or hereinafter acquiredother similar transaction which results in all of its shareholders having the right to exchange their Company Shares for cash, owned directly securities or other property; provided that, in the case of (i), (ii), (iii) or (iv), (A) the recipient of such Transfer must enter into a written agreement agreeing to be bound by the undersigned terms of this Agreement, including the transfer restrictions set forth in this Section 5.2 and (including holding as B)(x) no filing under Section 16(a) of the Exchange Act or other public announcement reporting a custodian) or with respect to which the undersigned has reduction in beneficial ownership within of shares shall be required or shall be voluntarily made during the rules Lockup period described above and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude y) 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 transfer or disposition shall not involve a disposition for value. “Permitted Transferee” means (a) the members 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 includea Sponsor Party’s immediate family (where “immediate family” means, 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 natural person, any of the covered shares following: such person’s spouse, the siblings of such person and his or with respect 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) any trust for the direct or indirect benefit of a Sponsor Party or the immediate family of a Sponsor Party; (c) if a Sponsor Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (d) any security that includesofficer, relates todirector, general partner, limited partner, shareholder, member, or derives owner of similar equity interests in a Sponsor Party or any significant part affiliate of its value from such covered sharesa Sponsor Party; (e) any affiliate of a Sponsor Party or (f) any affiliate of an immediate family of a Sponsor Party.

Lockup. (a) Subscriber shall not transfer, assign or sell (i) In any of the case Founder Shares or any Class A Common Stock issuable upon conversion thereof (other than to an affiliate of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date Subscriber that is 180 days after subject to the Closing Date, and (iisame restrictions as set forth in this Agreement) in until the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier earliest of (A) one year after following the Closing Date closing of Business Combination (or for such shorter period as may apply to the Sponsor) and (B) subsequent to Business Combination, (x) if the last sale closing price of the Company Ordinary Shares Company’s Class A Common Stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 splitsshare sub-divisions, stock dividendsshare capitalizations, reorganizations, recapitalizations and the likeother similar adjustments) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesBusiness Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any options or warrants to purchase any shares (other than the of its Private Placement Warrants and Ordinary Class A Common Stock issued upon conversion or exercise thereof (other than to an affiliate of Subscriber that is subject to the same restrictions as set forth in this Agreement) until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares underlying the or Private Placement Warrants)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, 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 are no longer subjected to the foregoing transfer restrictions with respect to such securities at any 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 intointo which they have been converted). Notwithstanding anything herein to the contrary, exchangeable for nothing in this Agreement shall in any way restrict Subscriber from transferring, assigning or that represent the right to receive shares, or any interest in selling any of the foregoing, whether now owned Public Warrants purchased in the IPO or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations any securities of the U.S. Securities and Exchange Commission (collectively, Company purchased by Subscriber in the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging public markets or 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 private transactions with third parties following 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 sharesIPO.

Lockup. (a) During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) In the case first anniversary of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, Effective Time and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 Early Release Date (in each casesuch period, the “Lock-Up Period”) and subject to Section 2.1(b), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder 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 Shareholder 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. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A 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 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. (b) Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its shares following the Effective Time (i) by will or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 2.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vi) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (vii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vi) above, (viii) pursuant to an order or decree of a Governmental Authority, (ix) from an executive officer to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in each case, of such executive officer, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of the shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1, (xi) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period; provided, however, that any such shares received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1, or (xii) with the prior written consent of the Company; provided that:

Lockup. (a) (iThe Stockholder agrees that, except with the prior written consent of the Company and except as provided in Section 7(b) In the case of each Shareholder Party listed on Exhibit B heretobelow, during the period beginning on the Closing Date date hereof and continuing to and including ending on the date that is 180 days 12 months after the Closing Date, and date hereof (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 (in each case"LOCKUP PERIOD"), the “Lock-Up Period”), each such Shareholder Party agrees Stockholder shall not to, directly or indirectlytransfer, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesCommon Stock, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoingCommon Stock, whether now owned or hereinafter hereafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned Stockholder has beneficial ownership the voting power or power of disposition within the rules and regulations of the U.S. 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 Exchange Commission ending on the date that is nine (collectively9) months after the date hereof, the “covered 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 contrary in this Section 7, the Stockholder shall be permitted to transfer any Registrable Securities (i) to those persons or 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 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 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 at the closing of, or at any time following, a merger, consolidation or other transaction to which the Company is a party as a result of which all or substantially all of the then 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 foregoing restriction is restrictions set forth in this Section 7 are expressly agreed intended to preclude such Shareholder Parties the Stockholder from engaging in any hedging or other transaction which that is designed to designed, or which that reasonably could be expected expected, to lead to or to result in a sale or disposition of the covered shares Stockholder's Company Securities even if such covered shares securities would be disposed of by someone other than such Shareholder Partiesthe undersigned. 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 Stockholder's Company Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharessecurities. (f) The Stockholder acknowledges that any certificates evidencing the shares of Common Stock issued to the Stockholder on the date hereof shall contain a legend that references the restrictions set forth in this Section 7. The Stockholder agrees and consents to the 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, nothing in this Agreement shall prohibit the Stockholder from disposing of such shares of Common Stock.

Lockup. During the period beginning as of the Effective Time (aas defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) In the case first anniversary of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, Effective Time and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 Early Release Date (in each casesuch period, the “Lock-Up Period”) and subject to Section 2.1(b), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder 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 Shareholder 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. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A 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 consecutive trading day period; provided, that such 30 trading day period shall commence no earlier than the date that is 150 days after the Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property.

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during event the period beginning on Company shall undertake its first sale to the Closing Date and continuing public pursuant to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 a registration statement of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in filed under the event Securities Act other than 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 (in each case, the “Lock-Up Period”)Planned IPO, each such Shareholder Party agrees Stockholder shall agree in writing, in form and substance customary for similar transactions, if requested by the managing underwriter or underwriters thereof, not to, directly or indirectlyto lend, offer, pledge, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 sell (including, without limitation, any put short sale), sell any option or call contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other securities of the Company convertible into or exercisable or exchangeable for Common Stock held by such Stockholder immediately before the effective date of the registration statement for such offering, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock (whether any such transaction is described in this subsection is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, 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 effective date of the registration statement, 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 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 any the Planned IPO, each Stockholder shall enter into a lock-up agreement with the representatives of the covered shares or 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 any security that includes, relates to, the shares of Common Stock or derives any significant part other securities of its value from the Company convertible into or exercisable or exchangeable for Common Stock subject to the foregoing restriction until the end of such covered sharesone hundred eighty (180) day period (or the extended period set forth above).”

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B heretoExcept as permitted by Section 3.1(b), during the period beginning on the Closing Date effective time of the First Merger and continuing to and including (i) with respect to 95% of the date Covered Shares that is 180 days after the Closing Dateare Immediately Vested Founder Shares, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is the earlier of (Ax) one the one-year after anniversary of the Closing Date and (By) if the last sale price trading day where the VWAP of the Company Ordinary Shares Common Stock equals or exceeds $12.00 12.50 per share (to be adjusted appropriately in the event 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 following the Closing Date, and (ii) with respect to 95% of the remaining Covered Shares, the date that is the one year anniversary of the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, hypothecate, lend, grant any option to purchase, make any short sale or otherwise dispose of any sharesof, or any options establish or warrants to purchase any shares (other than increase a put equivalent position or liquidate or decrease a call equivalent position within the Private Placement Warrants and Ordinary Shares underlying meaning of Section 16 of the Private Placement Warrants)Exchange Act with respect to, or any securities convertible into, exchangeable for or that represent publicly disclose the right intention to receive shares, or any interest in do any of the foregoing, whether now owned foregoing or hereinafter acquired, owned directly by contract or agree to do any of the undersigned (including holding as a custodian) or foregoing with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission to, any Lock-up Shares (collectively, the “covered sharesLock-Up Restrictions”). The foregoing restriction is Lock-Up Restrictions are expressly agreed to preclude such Shareholder 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 Lock-up Shares even if such covered shares Lock-up Shares would be disposed of by someone other than such Shareholder 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 Lock-up Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesLock-up Shares. (b) Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its Lock-up Shares (i) in the case of an individual, by will, other testamentary document or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations or, in the case of an individual, for bona fide estate planning purposes, (iii) in the case of an individual, to any trust, partnership, limited liability company, corporation or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 3.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) in the case of an individual, (x) to any immediate family member or other dependent or (y) to a trust, the beneficiary of which is either the undersigned, a member of the individual’s immediate family or a charitable organization and, in each case, the sole trustee of which is the undersigned, such individual or an employee or other agent of such charitable organization, (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) in the case of an entity, as a pro rata distribution to limited partners, members or stockholders of such Stockholder Party, (vii) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (viii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vii) above, (ix) pursuant to an order or decree of a Governmental Authority, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, in each case, both approved by the Board and made to all holders of the Shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s Shares shall remain subject to the provisions of this Section 3.1, (xi) to Parentco, pursuant to any contractual arrangement in effect at the effective time of the Surf Combination Transactions that provides for the repurchase by Parentco or forfeiture of such Stockholder Party’s Common Stock or options to purchase Shares of Common Stock, (xii) pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations of the Stockholder Party (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents such transaction from qualifying as a “reorganization” pursuant to Section 368 of the Code (and such transaction does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), or (xii) with the prior written consent of Parentco; provided that:

Lockup. (a) Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) In the case of each Shareholder Party listed on Exhibit B hereto, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, date of this Agreement and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is The American Stock Exchange ("AMEX") has approved the earlier of (A) one year after the Closing Date and (B) if the last sale price Company's application for listing of the Company Ordinary Shares equals Common Stock, directly or exceeds $12.00 per share indirectly: (a) offer, pledge, announce the intention to be adjusted appropriately in the event the Company does not effect a stock split prior sell, sell, assign, transfer, encumber, contract to the Effective Time in order sell, sell any option or contract to cause the Company Share Value purchase, purchase any option or contract to equal $10.00) (as adjusted after the Closing for stock splitssell, stock dividendsgrant any option, reorganizationsright or warrant to purchase, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not toor otherwise transfer or dispose of, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), Common Stock or any securities convertible into, into or exercisable or exchangeable for or that represent the right to receive sharesCommon Stock (including without limitation, Common Stock or any interest in any of the foregoing, whether now securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or in accordance with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission Commission) (collectively, the “covered shares”"Lockup Shares"); (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Lockup Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of 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). 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 remaining 25% of the covered Lockup Shares owned by Stockholder on the date of this Agreement, and any additional 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 Common Stock or any purchasesecurities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, sale or grant of any right (including, without limitation, any put or call option) with respect shall not be subject to any of such the covered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesrestrictions set forth in this Section 2.

Lockup. (a) (i) In the case of each Shareholder Party listed on Exhibit B hereto, during During the period beginning on the Closing Date effective time of the Merger and continuing to and including the date that is 180 days after the Closing Date, and six (ii6) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 months after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesthe Purchased Shares, or any options or warrants to purchase any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants)Purchased Shares, or any securities convertible into, exchangeable for or that represent the right to receive sharesthe Purchased Shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned 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 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 Shareholder 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. (b) Notwithstanding the foregoing, a Stockholder Party may transfer or dispose of its shares (i) by will or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, (iii) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Section 2.1, “immediate family” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) to any immediate family member or other dependent, (v) as a distribution to limited partners, members or stockholders of such Stockholder Party, (vi) to its Affiliated investment fund or other Affiliated entity controlled or managed by such Stockholder Party or its Affiliates, (vii) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (i) through (vi) above, (viii) pursuant to an order or decree of a Governmental Authority, (ix) from an executive officer to the Company or its Subsidiary or parent entities upon death, disability or termination of employment, in each case, of such executive officer, (x) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction in each case made to all holders of the shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1, (xi) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-Up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-Up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1, or (xii) with the prior written consent of the Company; provided that:

Lockup. (a) Subject to the exclusions in Section 2.1(b) below and the other provisions of this Agreement, (i) In the case of each Shareholder Stockholder Party listed on Exhibit B heretoagrees that it, during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the Closing Date and continuing to and including the date that is he or she shall not Transfer any Lock-up Shares until the earlier of (A) one year (1) in the case of a Stockholder Party who is not the Founder or a Founder Permitted Transferee, the date that is six (6) months after the Closing Date and (2) in the case of a Stockholder Party who is the Founder or a Founder Permitted Transferee, the date that is nine (9) months after the Closing Date and (B) if subsequent to the last sale Closing Date, the date on which (x) the closing price of the Company Class A Ordinary Shares equals has equaled or exceeds exceeded $12.00 15.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Class A Ordinary Share Value to equal $10.00) (as adjusted after the Closing for stock splitsshare capital subdivisions, stock consolidations, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 90 days after the Closing Date or (y) the Company completes a liquidation, merger, share capital exchange, reorganization or other similar transaction that results in all of the Company’s members having the right to exchange their Ordinary Shares for cash, securities or other property, and (ii) the Sponsor agrees that it shall not Transfer any Private Placement Warrants until 30 days after the Closing Date (each such time period, the “Applicable Lock-up Period”). (b) Notwithstanding Section 2.1(a) above, each Stockholder Party or any of its Permitted Lock-up Transferees may Transfer any Lock-up Shares it holds during the Applicable Lock-up Period: (i) in respect of Lock-up Shares held by the Founder or any of the Founder Permitted Transferees only, to the Founder Permitted Transferees; (ii) to other Stockholder Parties; (iii) (1) in the case of the Sponsor, any member or partner of the Sponsor or any of their respective equityholders or (2) in the case of any Stockholder Party (or any Permitted Lock-up Transferee of a Stockholder Party) that is a corporation, partnership, limited liability company, trust or other business entity, to any partners (general or limited), members, managers, shareholders or holders of similar equity interests in the undersigned (or, in each case, its nominee or custodian) or any of their Affiliates; (iv) by bona fide gift or gifts, including to a charitable organization; (v) in the “Lock-Up Period”)case of an individual, transmission upon death of such individual in accordance with Article 24 of the Amended and Restated Memorandum and Articles of Association of Babylon Holdings Limited; (vi) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the Immediate Family Member of the undersigned; (vii) to any Immediate Family Member or other dependent; (viii) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (iv) through (vii) above; (ix) pursuant to an order or decree of a Governmental Entity; (x) to the Company or its subsidiary or parent entities upon death, disability or termination of employment, in each case, of such Shareholder Party agrees not to, directly or indirectly, holder; (xi) pursuant to a bona fide tender offer, sellmerger, contract consolidation or other similar transaction, in each case made to sellall holders of Ordinary Shares, pledgeinvolving a Change of Control (including negotiating and entering into an agreement providing for any such transaction); provided, grant however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1; (xii) to the Company pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchasepurchase Ordinary Shares pursuant to any employee benefit plans or arrangements which are set to expire during the Applicable Lock-up Period, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase where any shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1; (xiii) for the purpose of satisfying any withholding taxes (including holding estimated taxes) due as a custodianresult of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; (xiv) or with respect for the purpose of repaying any loan issued by the Company to which any executive officer at the closing of the Merger; (xv) in any transaction relating to Ordinary Shares acquired by the undersigned has beneficial ownership within in open market transactions; (xvi) in the rules and regulations case of the U.S. Securities Founder and Exchange Commission (collectivelyany Founder Permitted Transferee, the “covered shares”). The foregoing restriction is expressly agreed pursuant to preclude such Shareholder Parties from engaging in any hedging or other transaction which is designed a pledge of up to or which reasonably could be expected to lead to or result 10,918,824 in a sale or disposition of bona fide transaction to a lender to 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 includeundersigned, without limitation, any short sale or any purchase, sale or grant as disclosed in writing to the Company; (xvii) in the case of any right PIPE Investor, pursuant to a pledge to a lender in connection with such PIPE Investor’s participation in the private placement, as disclosed in writing to the Company (including, without limitationfor the avoidance of doubt a Transfer to such lender upon the foreclosure of such debt); or (xviii) any transfers made pursuant to or otherwise in connection with the option agreement between Hanging Gardens Limited and the Founder dated August 17, 2016; provided that, a Permitted Lock-up Transferee may only Transfer any put Lock-up Shares held by it to another Permitted Lock-up Transferee of the original Stockholder Party that held such Lock-up Shares at the Closing Date and, in the case of each transfer or call optiondistribution pursuant to clauses 2.1(b)(i) through 2.1(b)(vii) above: (A) each donee, trustee, distributee or transferee, as the case may be, shall be bound in writing by the restrictions set out in this Section 2.1; (B) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives equity interests of such transferee or such transferee’s interests in the transferor and except for any transfer by the Founder pursuant to clause 2.1(b)(i) above only, to which this paragraph (B) shall not apply; and (C) if any public reports or filings (including filings under Section 16(a) of the covered Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Applicable Lock-up Period, such Stockholder Party shall provide the Company prior written notice informing them of such report or filing and such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, is bound by the restrictions set out in this Section 2.1. (c) For the avoidance of doubt, each Stockholder Party shall be permitted to enter into a trading plan established in accordance with respect Rule 10b5-1 under the Exchange Act during the Applicable Lock-up Period so long as no Transfers of such Stockholder Party’s Ordinary Shares in contravention of this Section 2.1 are effected prior to the expiration of the Applicable Lock-up Period. (d) Each Stockholder Party also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any security that includes, relates to, or derives Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Stockholder Party’s Lock-up Shares describing the foregoing restrictions. (e) Each Stockholder Party agrees not to Transfer any significant part Lock-up Shares in violation of its value from such covered sharesthis Agreement.

Lockup. (a) During the period beginning at the Effective Time and (i) In with respect to fifty percent (50%) of the case of each Shareholder Party listed on Exhibit B heretoCovered Securities (as defined below), during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Date, and (ii) in with respect to the case remaining fifty percent (50%) of each Shareholder Party listed on Exhibit C heretothe Covered Securities, during the period beginning on the Closing Date and continuing to and including the earlier of (x) the date that is the earlier of (A) one year 180 days after the Closing Date and (By) if the last sale date on which the closing share price of the Company Ordinary Shares GCAC Class A Common Stock equals or exceeds $12.00 per share (to be adjusted appropriately in the event 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 reorganizations and the likerecapitalizations) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 60 days after the Closing Date (in each case, the “Lock-Up Period”), each such Shareholder Party Sponsor agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any sharesshares of Common Stock, together with any (a) securities paid as dividends or any options distributions with respect to such securities or warrants to purchase any (b) securities that are exchangeable or convertible into shares (other than the Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquiredCommon Stock, owned directly by the undersigned such Sponsor (including holding as a custodian) or with respect to which the undersigned such Sponsor has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered sharesCovered Securities”; provided that, with respect to HB, “Covered Securities” only shall mean HB’s Founder Shares (and, for the avoidance of doubt, shall not include any shares of Class A Common Stock or any other securities of GCAC now or hereafter owned by HB); and provided, further, that, for the avoidance of doubt, “Covered Securities” will not include any Founder Warrants or any shares of Common Stock issuable upon exercise thereof, for which such Sponsor shall separately be subject to certain lock-up restrictions under the letter agreement, dated January 29, 2021, between such Sponsor and GCAC). The foregoing restriction is expressly agreed to preclude such Shareholder Parties Sponsor 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 Covered Securities, even if such covered shares Covered Securities would be disposed of by someone other than such Shareholder PartiesSponsor. 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 Covered Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such covered sharesCovered Securities. For the avoidance of doubt, and notwithstanding the foregoing or else anything set forth in this Agreement, nothing contained herein shall apply in any way to any securities of GCAC acquired by HB in GCAC’s initial public offering (the “IPO”) or in any open market transactions, including, without limitation, any shares of capital stock or warrants comprising a part of the units issued and sold by GCAC in the IPO. b) Notwithstanding the foregoing or anything in this Agreement to the contrary, a Sponsor may transfer or dispose of its Covered Securities (i) by will, other testamentary document or intestacy, (ii) as a bona fide gift or gifts, including to charitable organizations, or for bona fide estate planning purposes, (iii) to any trust, partnership, limited liability company, corporation or other entity for the direct or indirect benefit of the undersigned, or an immediate family member of the undersigned (for purposes of this Section 2, “immediate family member” shall mean any relationship by blood, current or former marriage or adoption, not more remote than first cousin), (iv) in the case of an individual, (x) to any immediate family member or other dependent or (y) to a trust, the beneficiary of which is either a member of one of the individual’s immediate family members or a charitable organization and, in each case, the sole trustee of which is such individual, (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) as a pro rata distribution to limited partners, members or stockholders of such Sponsor, (vii) to its Affiliated investment funds or to any other Affiliates of such Sponsor or its Affiliates, (viii) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (i) through (vii) above, (ix) pursuant to an order or decree of a Governmental Authority, (x) from an employee to GCAC or its Subsidiary or parent entities upon death, disability or termination of employment, in each case, of such employee, (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction, in each case, both approved by the Board of Directors of GCAC and made to all holders of the shares involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction), provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Sponsor’s Covered Securities shall remain subject to the provisions of this Section 2, (xii) to GCAC (1) pursuant to the exercise of any option to purchase Common Stock granted by GCAC pursuant to any employee benefit plans or arrangements (including employee benefit plans or arrangements assumed in connection with the Merger) which are set to expire during the Lock-Up Period, where any Common Stock received by the undersigned upon any such exercise will be subject to the terms of this Section 2, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase Common Stock or the vesting of any restricted stock awards granted by GCAC pursuant to employee benefit plans or arrangements (including employee benefit plans or arrangements assumed in connection with the Merger) which are set to expire or automatically vest during the Lock-Up Period, where any Common Stock received by such Sponsor upon any such exercise or vesting will be subject to the terms of this Section 2, (xiii) pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations of such Sponsor (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties thereto, and such change prevents such transaction from qualifying as a “reorganization” pursuant to Section 368 of the Code (and such transaction does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), or (xiv) with the prior written consent of GCAC after the Closing; provided that: (1) in the case of each transfer or distribution pursuant to clauses (ii) through (ix) above, (a) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth in this Section 2; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; (2) in the case of each transfer or distribution pursuant to clauses (ii) through (ix) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Lock-Up Period such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein; and (3) for purposes of clause (xii) above, “Change of Control” shall mean the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a person or group of Affiliated persons (other than an underwriter pursuant to an offering), of GCAC’s voting securities if, after such transfer or acquisition, such person or group of Affiliated persons would beneficially own (within the meaning set forth in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of GCAC (or the Surviving Corporation).

Lockup. Each Holder agrees, in connection with any registration by the Company of its securities for sale to the general public in an underwritten offering (a) (i) In whether or not the case of each Shareholder Party listed on Exhibit B heretooffering is pursuant to Section 5 hereof and whether or not such Holder is participating in such offering), during the period beginning on the Closing Date and continuing to and including the date that is 180 days after the Closing Datethat, and (ii) in the case of each Shareholder Party listed on Exhibit C hereto, during the period beginning on the 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 upon request of the Company Ordinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately underwriters managing any such offering, such Holder will agree in the event the Company does writing 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 (in each case, the “Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale sales of or otherwise dispose of any shares, or any options or warrants to purchase any shares Registrable Securities (other than that included in the Private Placement Warrants registration) without the prior 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 Ordinary Shares underlying shall commence on (a) if the Private Placement Warrants), Holders have or any securities convertible into, exchangeable for or that represent are offered the right to receive sharesparticipate 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 any interest (b) otherwise, the date on which the applicable registration statement is declared effective. Notwithstanding anything in any 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 foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including Company holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations Common Stock of the U.S. Securities and Exchange Commission (collectivelyCompany, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties from engaging in any hedging holders of 5% or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition more of the covered shares even if Company's Common Stock who are Affiliates of the Company and other participants in such covered shares would be disposed of by someone other 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 that applicable to the Holders. In the event that the Company or the managing underwriter(s) shall release any such Shareholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant Lockup Persons from the requirements of any right (includingsuch lockup agreement, without limitation, any put or call option) with respect each Selling Holder shall be entitled to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of a corresponding pro rata release from its value from such covered shareslockup.