Common use of Lockup Clause in Contracts

Lockup. Subscriber acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation of the Business Combination, except (1) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber acknowledges and (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees that not to Transfer any Lock-up Shares until the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation end of the Business Combination, except Lock-up Period (1the “Lock-up”). (b) Each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period (i) to any persons direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates, or to any other Stockholder Party; (including their affiliates and shareholdersii) participating by gift to a charitable organization; (iii) in the IPOcase of an individual, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holderindividual’s immediate family Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of which is a holder such trust or a member the estate of a holder’s immediate familybeneficiary of such trust; (iv) in the case of an individual, for estate planning purposes, (5) by will or other testamentary document or device or by virtue of the laws of descent and distribution upon deathdeath of the individual; (v) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7vi) by certain pledges with the Company’s and the Sponsor’s prior written consent; (vii) to secure obligations incurred a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with purchases any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s securitiesstockholders having the right to exchange their shares Common Stock for cash, (8) by private sales at prices no greater than securities or other property subsequent to the price at which the applicable securities were originally purchased Closing Date; or (9xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(vii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt by the Company for no value for cancellation of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the Xxxxxxx Xxxxxxx Policy and if the Lock-up Period, excluding in connection with a Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the consummation commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Business Combination Blackout Period (each of (1) through (9), a the “permitted transfereeBlackout-Related Release”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following Company shall announce the date of effectiveness the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Registration Statement or commencement Blackout-Related Release. (d) For purposes of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.this Section 2.1:

Lockup. Subscriber acknowledges Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and agrees that each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities shall not (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be transferablesettled by delivery of Common Stock or other securities, saleable in cash or assignable until thirty otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (30a) days after the consummation of the Business Combination, except transfer any Securities (1or any securities convertible into or exercisable for Securities) to any persons (including their affiliates and shareholders) participating in the IPOlimited partner of any investment fund, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family any limited liability company or to a trust, the beneficiary limited or general partner of which is a holder any general or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (except for clause 9b) where transfer Securities to the transferee agrees Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this agreement and by the same agreements entered into by the initial holder of such securities Section 2.4 shall apply with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodOffered Stock.

Lockup. Subscriber acknowledges and agrees (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Securities Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to 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 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 be transferable, saleable or assignable until thirty apply to Transfers (30A) days 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 consummation fifth anniversary of the Business Combinationdate hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, except the GE Group shall be permitted to Transfer (1) to any persons all of its Paired Interests (including their affiliates and shareholders) participating as defined in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, Exchange Agreement) or (2) amongst initial holders or 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 Company’s officersfollowing 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, directors for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and employeesall other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (3B) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may offer does not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition buyer owning 100% of the securities Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by any person during such 180-day periodthis Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)Combination, in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. (i) Subscriber acknowledges agrees with the Company (and agrees not the Sponsor) that the Securities shall Founder Shares may not be transferabletransferred, saleable assigned or assignable sold until thirty (a) with respect to 25% of such shares, until consummation of the initial Business Combination, (b) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (c) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (d) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following the Business Combination, the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares for cash, securities or other property. Subscriber agrees with the Company (and not the Sponsor) that the Private Placement Units (or any of their underlying securities) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, except transfers, sales and assignments of the Securities are permitted (1i) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates and shareholders) participating in the IPOaffiliates, officers, directors, shareholdersdirect and indirect equityholders; (ii) in the case of an individual, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holdersuch individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (iii) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7v) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Securities were originally purchased or purchased; (9vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; and (viii) to the Company for no value for cancellation in connection with the consummation Subscriber’s affiliates, or any investment fund or other entity controlled or managed by Subscriber, or to any investment manager or investment advisor of the Business Combination 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, a “Permitted Transferee”); provided, however, that in the case of clauses (1i) through (9v) and (viii), these Permitted Transferees must enter into a “permitted transferee”), in each case (except for clause 9) where the transferee agrees written agreement agreeing to be bound by the terms of this agreement and by Agreement, including these transfer restrictions. (ii) Following the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness expiration of the Registration Statement 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 commencement of sales of if they are registered for resale under the OfferingSecurities Act pursuant to a shelf registration statement, then at Subscriber’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the legend referred to in clause (i) above, subject to certain limited exceptionscompliance by Subscriber with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, pursuant to Rule 5110(g)(2) of if required by the FINRA Manual. AccordinglyCompany’s transfer agent, the Company will promptly cause an opinion of counsel to 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 Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and without any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodlegend.

Lockup. Subscriber acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation Each of the Business CombinationHolders hereby agrees, except beginning 60 days (1extended for any period during a Suspension Notice during the first 60 days) following the Closing Date (as defined in the BCE Exchange Agreement), to not effect any persons public sale or distribution (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private any sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2144) of equity securities of Motient, or any securities convertible into or exchangeable or exercisable for such securities, during the FINRA Manual. Accordingly, seven days prior to and the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following 90-day period beginning on the effective date of any primary underwritten registered public offering of equity securities of Motient or securities convertible or exchangeable into or exercisable for equity securities of Motient (except as part of such underwritten registration), unless the Registration Statement except underwriters managing such registered public offering otherwise consent in writing, and the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant (in each case, a “Lockup Period”). Notwithstanding the foregoing, the Holders shall not be obligated to comply with the provisions of this Section 2.1, (i) more than two times in any 12-month period, and (ii) unless all officers and directors of Motient, and holders of more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on the same terms as the Holders. If Acquired Shares are transferred to the shareholders of BCE (or, if BCE is no longer a public company, the public parent entity that controls BCE) in accordance with Section 5.1(h) hereof, such transferees shall not be bound by this Section 2.1. Notwithstanding the foregoing, this Section 2.1 shall not apply to any underwriter Holder (or selected dealer participating transferee of any such Holder in accordance with Section 5.1 hereof) who does not own or have the right to acquire or vote with respect to Common Shares consisting of, in the IPO and the bona fide officersaggregate, partners or affiliates more than six percent (6%) of the Purchaser and any such participating underwriter or selected dealer nor may they be total combined voting power of all Common Shares then outstanding. Solely for purposes of calculating the subject of any hedging, short sale, derivative, put or call transaction that would result six percent (6%) in the economic disposition of preceding sentence, each Holder shall be considered individually and not in the securities by any person during such 180-day periodaggregate with its permitted transferees.

Lockup. Subscriber Each Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1a) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officersor the Purchaser’s officers or directors, directors any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and employeesfunds and accounts advised by such members, any affiliates of the Purchaser, or any employees of such affiliates; (3b) if a holder is in the case of an entityindividual, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of one of the holderindividual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a holder or a member of a holderthe individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (c) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7e) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Private Placement Shares, as applicable, were originally purchased purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (9g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, or (h) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination Combination; provided, however, that in the case of clauses (each of (1a) through (9), g) these permitted transferees must enter into a “permitted transferee”), in each case (except for clause 9) where written agreement agreeing to be bound by these transfer restrictions. Each Purchaser acknowledges that the transferee agrees to Private Placement Units and the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of in the Public Offering, subject to certain limited exceptions, pursuant exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2) of 5110(e)(2)(B). The Private Placement Shares and the FINRA Manual. Accordingly, the Securities related registration rights may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the such securities by any person during such 180-day periodfor a period of 180 days immediately following the commencement of sales in the Public Offering.

Lockup. Subscriber acknowledges (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Party agrees that the Securities it, he or she shall not be transferable, saleable or assignable Transfer (i) any Lock-up Shares until thirty (30) days after the consummation end of the Business CombinationLock-Up Shares Period, except and (1ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-up Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Class A Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Notwithstanding Section 2.1(a) above, Sponsor and each Stockholder Party or any of their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period: (i) to other Stockholder Parties or any persons (including their affiliates and shareholders) participating in the IPOdirect or indirect partners, officers, directors, shareholders, employees and members of the initial or equity holders of the Units and their affiliatessuch Stockholder Party, any Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Stockholder Party or its Affiliates; (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4ii) by bona fide gift or gifts, including to a member charitable organization; (iii) in the case of the holder’s immediate family or to a trustan individual, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon deathdeath of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Stockholder Party or the Immediate Family Member of such Stockholder Party; (6v) to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a Governmental Authority, including any qualified domestic relations order, divorce, decree or separation agreement; (7viii) by certain pledges in the case of a trust, the trustor or beneficiary of such trust or to secure obligations incurred in connection with purchases the estate of the Company’s securities, a beneficiary of such trust; (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9ix) to SPAC, the Company Surviving Entity or one of its Subsidiaries upon death, disability or termination of employment, in each case, of such holder; (x) pursuant to a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of SPAC’s stockholders having the right to exchange their shares of SPAC Class A Common Stock for no value cash, securities or other property (including negotiating and entering into an agreement providing for cancellation any such transaction); provided, however, that in connection with the consummation event that such transaction is not completed, such Sponsor or Stockholder Party’s Lock-up Shares shall remain subject to the provisions of the Business Combination this Section 2.1; (each of xi) to SPAC, (1) through (9), a “permitted transferee”)pursuant to the exercise, in each case (except for clause 9) on a “cashless” or “net exercise” basis, of any option to purchase shares granted by SPAC pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where the transferee agrees any shares received by such Stockholder Party upon any such exercise will be subject to the terms of this agreement and 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 SPAC pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Class A Common Stock acquired by such Stockholder Party or Sponsor in open market transactions; or (xiii) with the prior written consent of SPAC; provided, that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (viii) above, (a) each Permitted Transferee agrees to be bound in writing by the same agreements entered into by the initial holder of restrictions set forth in this Section 2.1; and (b) any such securities transfer or distribution shall not involve a disposition for value, other than with respect to any such securities. The Securities will be deemed compensation by transfer or distribution for which the Financial Industry Regulatory Authority transferor or distributor receives (“FINRA”x) and will therefore be subject to lock-up for a period equity interests of 180 days immediately following such transferee or (y) such transferee’s interests in the date transferor; and (ii) in the case of effectiveness of the Registration Statement each transfer or commencement of sales of the Offering, subject to certain limited exceptions, distribution pursuant to Rule 5110(g)(2clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the FINRA Manual. Accordingly, Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Securities may not applicable Lock-up Period (x) such Stockholder Party or Sponsor shall provide SPAC prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following bound in writing by the effective date restrictions set forth herein. (c) Sponsor and each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of SPAC Class A Common Stock in contravention of this Section 2.1 are effected prior to the expiration of the Registration Statement applicable Lock-up Period. (d) Sponsor and each Stockholder Party also agrees and consents to the entry of stop transfer instructions with SPAC’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to any underwriter or selected dealer participating in the IPO and addition of a legend to such Stockholder Party’s Lock-up Shares describing the bona fide officers, partners or affiliates foregoing restrictions (that SPAC will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the Purchaser applicable Lock-up Period). (e) For the avoidance of doubt, Sponsor and each Stockholder Party shall retain all of its rights as a stockholder of SPAC with respect to the Lock-up Shares during the applicable Lock-up Period, including the right to vote any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180Lock-day periodup Shares.

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(e)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber acknowledges (a) Subject to the exclusions in Section 2.1(b), each Sponsor Party agrees (i) not to Transfer any Lock-up Shares until the end of the Shares Lock-up Period and agrees (ii) not to Transfer any Lock-up Warrants until the end of the Warrants Lock-up Period (collectively, the “Lock-up”). Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the Securities Acquisition Merger Closing, the Lock-up for any Lock-up Shares shall not automatically terminate immediately prior to the consummation of such Change of Control. For the avoidance of doubt, (i) no Lock-up Shares shall be transferable, saleable or assignable until thirty subject to Lock-up pursuant to this Agreement from and after the date that is one year after the Acquisition Merger Closing Date and (30ii) no Lock-up Warrants shall be subject to Lock-up pursuant to this Agreement from and after the date that is 180 days after the consummation Acquisition Merger Closing Date. (b) Each Sponsor Party or any of its Permitted Transferees may Transfer any Lock-up Securities it holds during the Business Combination, except applicable Lock-up Period (1i) to any persons Affiliate of such Sponsor Party or by distributions from such Sponsor Party to its members, partners or shareholders or their Affiliates; (including their affiliates and shareholdersii) participating in the IPOcase of an individual, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family Immediate Family or to a trust, the beneficiary of which is a holder or a member of such individual’s Immediate Family, an affiliate of such individual or to a holder’s immediate familycharitable organization; (iii) in the case of an individual, for estate planning purposesby virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (5v) by virtue of the laws of descent the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (vi) in the event of, and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred solely in connection with purchases with, the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s securitiesstockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property subsequent to the Acquisition Merger Closing Date; in each case of clauses (8) i)–(v), if the transferee is not another Sponsor Party, subject to prior receipt by private sales at prices no greater than the price at which Company Parties of a duly executed joinder to this Agreement substantially in the form of Exhibit A hereto. (c) Notwithstanding the provisions set forth in this Section 2.1, if the applicable securities were originally purchased or (9) to the Company for no value for cancellation Lock-up Period, excluding in connection with a Lock-up Period Early Release, is scheduled to end during a Blackout Period or within five Trading Days prior to the consummation commencement of a Blackout Period, the applicable Lock-up Period shall end ten Trading Days prior to the commencement of the Business Combination Blackout Period (each of (1) through (9), a the “permitted transfereeBlackout-Related Release”), in each case (except for clause 9) where ; provided that the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following Company shall announce the date of effectiveness the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Registration Statement or commencement Blackout-Related Release. (d) For purposes of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.this Section 2.1:

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“”FINRA”") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter hypothecated, or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of the securities by any person during for a period of 180 days immediately following the effective date of the Registration Statement, except to any underwriter or selected dealer participating in the Offering and the bona fide officers or partners thereof, if all Securities so transferred remain subject to the lock-up restriction in paragraph (g)(1) above for the remainder of the time period. The term “permitted transferees” shall have the meaning ascribed to such 180-day periodterm in the Registration Statement.

Lockup. Subscriber acknowledges and (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees that the Securities it, he or she shall not be transferableTransfer any Lock-up Shares until the earlier of (A) one year after the Closing Date and (B) subsequent to the Closing Date, saleable (x) if the closing price of the Common Stock equals or assignable until thirty exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30) -trading day period commencing at least 150 days after the consummation Closing Date or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Business Combination, except (1) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officersstockholders having the right to exchange their shares of Common Stock for cash, directors and employeessecurities or other property (the “Lock-up Period”). (b) Notwithstanding Section 2.1(a) above, each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period: (3i) if a holder is an entity, as a distribution to its, other Stockholder Parties or any direct or indirect partners, shareholders members or members upon equity holders of such Stockholder Party, any Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Stockholder Party or its liquidation, Affiliates; (4ii) by bona fide gift or gifts, including to a member charitable organization; (iii) in the case of the holder’s immediate family or to a trustan individual, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death of such individual; (iv) 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; (v) to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) pursuant to an order or decree of a Governmental Entity; (viii) to the Company or its subsidiary or parent entities upon death, disability or termination of employment, in each case, of such holder; (6ix) pursuant to a qualified domestic relations orderbona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Common Stock, involving a Change of Control (7) by certain pledges including negotiating and entering into an agreement providing for any such transaction); provided, 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 secure obligations incurred in connection with purchases the provisions of the Company’s securities, this Section 2.1; (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9x) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)pursuant to the exercise, in each case (except for clause 9) 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 transferee agrees undersigned upon any such exercise will be subject to the terms of this agreement and 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 same agreements entered into 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 (xi) in any transaction relating to Common Stock acquired by the initial holder undersigned in open market transactions; or (xii) with the prior written consent of the Company; provided that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (vii) 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 2.1; and (b) any such securities transfer or distribution shall not involve a disposition for value, other than with respect to any such securities. The Securities will 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; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (vii) 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 deemed compensation required or shall be voluntarily made during the Lock-up Period (x) such Stockholder Party shall provide the Company prior written notice informing them of such report or filing and (y) 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 Financial Industry Regulatory Authority restrictions set forth herein. (c) Each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of Common Stock 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 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) For the avoidance of doubt, each Stockholder Party shall retain all of its rights as a stockholder of the Company with respect to the Lock-up Shares during the Lock-up Period, including the right to vote any Lock-up Shares. (f) Notwithstanding anything to the contrary in this Agreement, if either (i) any waiver, release, termination, shortening or other amendment or modification to the Sponsor Agreement (“FINRASponsor Agreement Amendment”) and will therefore be subject to occurs which improves the terms of the lock-up for a period of 180 days any shares of Common Stock held by the Sponsors immediately following the date Closing (but for the avoidance of effectiveness doubt, not warrants to acquire shares of Common Stock or shares of Common Stock issuable upon the exercise of such warrants), or (ii) the Company waives, releases, terminates, shortens, or otherwise amends or modifies the restrictions in this Agreement as to any Stockholder Party(ies) (each of the Registration Statement events in (i) or commencement (ii), a “Release”), then the Release shall apply pro rata and on the same terms to the lock-up on each Stockholder Party’s Lock-up Shares hereunder and the provisions of sales this Section 2.1 shall be deemed immediately and automatically waived, released, terminated, shortened, amended or modified, as the case may be, without further action of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) parties. For the avoidance of the FINRA Manual. Accordinglydoubt, the Securities may provisions of this Section 2.1 shall not be solddeemed waived, transferredreleased, assignedterminated, pledged shortened, amended or hypothecated for 180 days immediately following modified if any such waiver, release, termination, shortening, amendment or modification would further obligate or is otherwise adverse to the effective date holders of Lock-up Shares hereunder; provided, however, that in any such circumstances the Registration Statement except holders of Lock-up Shares hereunder shall be granted equal opportunity to participate in such Release on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any underwriter Sponsor Agreement Amendment or selected dealer participating Release, the Company will provide reasonable advance written notice (in no case less than five (5) Trading Days) to each Stockholder Party indicating that the IPO Company plans to take a specified action with respect to the Sponsor Agreement or Release and setting forth the bona fide officers, partners or affiliates terms of the Purchaser and any such participating underwriter Sponsor Agreement Amendment or selected dealer nor may they be the subject Release. (g) Each Stockholder Party agrees not to Transfer any Lock-up Shares in violation of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodthis Agreement.

Lockup. Subscriber acknowledges (a) Except as provided in Section 1.01(b), from the date of Closing to and including January 17, 2022, Holder agrees that it shall not offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Company Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Company Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Following January 17, 2022, Holder will have the right to resell any Registrable Securities held by Holder, including (i) in non-underwritten resales under the Registration Statement, (ii) pursuant to Subsequent Demand Registrations, (iii) pursuant to Rule 144 under the Securities Act or (iv) pursuant to any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to Section 2.03. (b) Notwithstanding Section 1.01(a), from the date of Closing to and including January 17, 2022: (i) The Holder may sell up to an aggregate of 50% of the Registrable Securities held by such Holder (the “Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; provided, however, that the Holder may not sell more than an aggregate of 25% of the Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement (the “Interim Threshold Amount”); provided, further, that the Company may, in its sole discretion, increase the Aggregate Threshold Amount or Interim Threshold Amount if requested by the Investor Designee in connection with the Initial Demand Registrations; provided further that if a party to the Registration Rights Agreement elects not to participate in an Initial Demand Registration or a participant in an Initial Demand Registration elects not to sell a number of Registrable Securities equal to such holder’s Interim Threshold Amount or Aggregate Threshold Amount, as the case may, then Holder may elect to sell an additional number of Registrable Securities held by such Holder in such Initial Demand Registration so long as the total number of Registrable Securities sold by all participants in the Initial Demand Registrations does not exceed 50% of the Registrable Securities or 25% of the Registrable Securities in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement; and (ii) The Holder may sell up to an aggregate of [ ˜ ]1 Shares pursuant to (a) non-underwritten resales under the Registration Statement, (b) Rule 144 under the Securities Act, or (c) any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension rights set forth in Section 2.03 of the Registration Rights Agreement. (c) From the date of Closing to and including August 20, 2021, the Company agrees that it shall not be transferableoffer, saleable sell, contract to sell, grant any option, right or assignable until thirty (30) days after warrant for the consummation sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise grant any rights with respect to, directly or indirectly, any shares of Company Common Stock or securities convertible into or exchangeable or exercisable for any shares of Company Common Stock or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, the prior written consent of the Business CombinationInvestor Designee, which consent may be withheld in the Investor Designee’s sole discretion, except for (A) issuance of Company Common Stock upon (1) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members exercise of the initial holders of the Units and their affiliatesoptions, (2) amongst initial holders or to the Company’s officers, directors and employeessettlement of performance share units, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidationvesting of restricted shares, (4) by bona fide gift to a member vesting of shares issued at the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member election of a holder’s immediate family, for estate planning purposesparticipant or as a matching contribution under employee 401(k) plans, (5) by virtue the vesting of the laws of descent and distribution upon deathdeferred stock units, (6) pursuant to a qualified domestic relations order, settlement of phantom units and (7) by certain pledges to secure obligations incurred elections under employee stock purchase programs, in connection with purchases of each case, granted under the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation benefit and compensation plans as in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following effect on the date of effectiveness this Agreement, (B) the issuance of Company Common Stock, restricted stock, stock options, performance share units, phantom units, or other stock performance awards under the Registration Statement or commencement of sales of Company’s benefit and compensation plans as in effect on the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of this Agreement or under the Registration Statement except to any underwriter or selected dealer participating EQT Corporation 2020 Long-Term Incentive Plan, and (C) the offer and sale of shares of Company Common Stock in accordance with the IPO Company’s 2009 Dividend Reinvestment and Stock Purchase Plan as in effect on the bona fide officers, partners or affiliates date of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodthis Agreement.

Lockup. Subscriber acknowledges (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Seller Party agrees that the Securities it, he or she shall not be transferable, saleable or assignable Transfer (i) any Lock-up Shares until thirty (30) days after the consummation end of the Business CombinationLock-Up Shares Period, except and (1ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-up Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Notwithstanding Section 2.1(a) above, Sponsor and each Seller Party or any of their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period: (i) to other Seller Parties or any persons (including their affiliates and shareholders) participating in the IPOdirect or indirect partners, officers, directors, shareholders, employees and members of the initial or equity holders of the Units and their affiliatessuch Seller Party, any Affiliate of such Seller Party or any related investment funds or vehicles controlled or managed by such Seller Party or its Affiliates; (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4ii) by bona fide gift or gifts, including to a member charitable organization; (iii) in the case of the holder’s immediate family or to a trustan individual, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon deathdeath of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Seller Party or the Immediate Family Member of such Seller Party; (6v) to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a Governmental Authority, including any qualified domestic relations order, divorce, decree or separation agreement; (7viii) by certain pledges in the case of a trust, the trustor or beneficiary of such trust or to secure obligations incurred the estate of a beneficiary of such trust; (ix) to Company or one of its Subsidiaries upon death, disability or termination of employment, in connection with purchases each case, of the such holder; (x) pursuant to a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of Company’s securitiesequityholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property (8) by private sales at prices no greater than including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the price at which event that such transaction is not completed, such Sponsor or Seller Party’s Lock-up Shares shall remain subject to the applicable securities were originally purchased or provisions of this Section 2.1; (9xi) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of Company, (1) through (9), a “permitted transferee”)pursuant to the exercise, in each case (except for clause 9) on a “cashless” or “net exercise” basis, of any option to purchase shares granted by Company pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock- up Period, where the transferee agrees any shares received by such Seller Party upon any such exercise will be subject to the terms of this agreement and 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 Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Seller Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Common Stock acquired by such Seller Party or Sponsor in open market transactions; or (xiii) with the prior written consent of Company; provided, that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (viii) above, (a) each Permitted Transferee agrees to be bound in writing by the same agreements entered into by the initial holder of restrictions set forth in this Section 2.1; and (b) any such securities transfer or distribution shall not involve a disposition for value, other than with respect to any such securities. The Securities will be deemed compensation by transfer or distribution for which the Financial Industry Regulatory Authority transferor or distributor receives (“FINRA”x) and will therefore be subject to lock-up for a period equity interests of 180 days immediately following such transferee or (y) such transferee’s interests in the date transferor; and (ii) in the case of effectiveness of the Registration Statement each transfer or commencement of sales of the Offering, subject to certain limited exceptions, distribution pursuant to Rule 5110(g)(2clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the FINRA Manual. Accordingly, Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Securities may not applicable Lock-up Period (x) such Seller Party or Sponsor shall provide Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following bound in writing by the effective date restrictions set forth herein. (c) Sponsor and each Seller Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock- up Period so long as no Transfers of such Seller Party’s shares of SPAC Common Stock in contravention of this Section 2.1 are effected prior to the expiration of the Registration Statement applicable Lock-up Period. (d) Sponsor and each Seller Party also agrees and consents to the entry of stop transfer instructions with Company’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to any underwriter or selected dealer participating in the IPO and addition of a legend to such Seller Party’s Lock-up Shares describing the bona fide officers, partners or affiliates foregoing restrictions (that Company will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the Purchaser applicable Lock-up Period). (e) For the avoidance of doubt, Sponsor and each Seller Party shall retain all of its rights as a stockholder of Company with respect to the Lock-up Shares during the applicable Lock- up Period, including the right to vote any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180Lock-day periodup Shares.

Lockup. Subscriber acknowledges and (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees that not to Transfer any Lock-up Shares until the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation end of the Business Combination, except Lock-up Period (1the “Lock-up”). (b) Each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period (i) to other Stockholder Parties on an arms’ length basis, any persons Affiliates of such Stockholder Party or by distributions from such Stockholder Party to its members, partners or shareholders or their Affiliates; (including their affiliates and shareholdersii) participating by bona fide gift to a charitable organization; or, in the IPOcase of an individual, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holderindividual’s immediate family Immediate Family or to a trust, the beneficiary primary beneficiaries of which is a holder are one or a member more members of a holderthe individual’s immediate familyImmediate Family or an Affiliate of such Person; (iii) in the case of an individual, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7v) by certain pledges to secure obligations incurred in connection with purchases any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (vi) to the Company; or (vii) in the event of, and solely in connection with, the Company’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s securitiesstockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to Acquisition Merger Closing Date, (8) A) in each case of clauses (i)–(v), if the transferee is not another Stockholder Party, subject to prior receipt by private sales at prices no greater the Company Parties of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto and any such transfer or distribution shall not involve a disposition for value, other than the price at with respect to any such transfer or distribution for which the applicable securities were originally purchased transferor or distributor receives (x) equity interests in the transferee or (9y) such transferee’s interests in the transferor and (B) in the case of each transfer or distribution pursuant to clauses (i) through (vi) 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 (x) such Stockholder Party shall provide the Company for no value for cancellation prior written notice informing them of such report or filing and (y) 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. (c) Notwithstanding the provisions set forth in this Section 2.1, if the Lock-up Period, excluding in connection with a Lock-up Period Early Release, is scheduled to end during a Blackout Period or within five Trading Days prior to the consummation commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Business Combination Blackout Period (each of (1) through (9), a the “permitted transfereeBlackout-Related Release”), in each case (except for clause 9) where ; provided that the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following Company shall announce the date of effectiveness the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Registration Statement or commencement Blackout-Related Release. (d) For purposes of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.this Section 2.1:

Lockup. Subscriber acknowledges (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Seller Party agrees that the Securities it, he or she shall not be transferable, saleable or assignable Transfer (i) any Lock-up Shares until thirty (30) days after the consummation end of the Business CombinationLock-Up Shares Period, except and (1ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-up Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Notwithstanding Section 2.1(a) above, Sponsor and each Seller Party or any of their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period: (i) to other Seller Parties or any persons (including their affiliates and shareholders) participating in the IPOdirect or indirect partners, officers, directors, shareholders, employees and members of the initial or equity holders of the Units and their affiliatessuch Seller Party, any Affiliate of such Seller Party or any related investment funds or vehicles controlled or managed by such Seller Party or its Affiliates; (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4ii) by bona fide gift or gifts, including to a member charitable organization; (iii) in the case of the holder’s immediate family or to a trustan individual, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon deathdeath of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Seller Party or the Immediate Family Member of such Seller Party; (6v) to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a Governmental Authority, including any qualified domestic relations order, divorce, decree or separation agreement; (7viii) by certain pledges in the case of a trust, the trustor or beneficiary of such trust or to secure obligations incurred the estate of a beneficiary of such trust; (ix) to Company or one of its Subsidiaries upon death, disability or termination of employment, in connection with purchases each case, of the such holder; (x) pursuant to a liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction that results in all of Company’s securitiesequityholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property (8) by private sales at prices no greater than including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the price at which event that such transaction is not completed, such Sponsor or Seller Party’s Lock-up Shares shall remain subject to the applicable securities were originally purchased or provisions of this Section 2.1; (9xi) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of Company, (1) through (9), a “permitted transferee”)pursuant to the exercise, in each case (except for clause 9) on a “cashless” or “net exercise” basis, of any option to purchase shares granted by Company pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where the transferee agrees any shares received by such Seller Party upon any such exercise will be subject to the terms of this agreement and 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 Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Seller Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Common Stock acquired by such Seller Party or Sponsor in open market transactions; or (xiii) with the prior written consent of Company; provided, that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (viii) above, (a) each Permitted Transferee agrees to be bound in writing by the same agreements entered into by the initial holder of restrictions set forth in this Section 2.1; and (b) any such securities transfer or distribution shall not involve a disposition for value, other than with respect to any such securities. The Securities will be deemed compensation by transfer or distribution for which the Financial Industry Regulatory Authority transferor or distributor receives (“FINRA”x) and will therefore be subject to lock-up for a period equity interests of 180 days immediately following such transferee or (y) such transferee’s interests in the date transferor; and (ii) in the case of effectiveness of the Registration Statement each transfer or commencement of sales of the Offering, subject to certain limited exceptions, distribution pursuant to Rule 5110(g)(2clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the FINRA Manual. Accordingly, Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Securities may not applicable Lock-up Period (x) such Seller Party or Sponsor shall provide Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following bound in writing by the effective date restrictions set forth herein. (c) Sponsor and each Seller Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Seller Party’s shares of SPAC Common Stock in contravention of this Section 2.1 are effected prior to the expiration of the Registration Statement applicable Lock-up Period. (d) Sponsor and each Seller Party also agrees and consents to the entry of stop transfer instructions with Company’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to any underwriter or selected dealer participating in the IPO and addition of a legend to such Seller Party’s Lock-up Shares describing the bona fide officers, partners or affiliates foregoing restrictions (that Company will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the Purchaser applicable Lock-up Period). (e) For the avoidance of doubt, Sponsor and each Seller Party shall retain all of its rights as a stockholder of Company with respect to the Lock-up Shares during the applicable Lock-up Period, including the right to vote any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180Lock-day periodup Shares.

Lockup. (i) Subscriber acknowledges agrees with the Company (and agrees not the Sponser) that (i) the Securities shall Founder Shares may not be transferabletransferred, saleable assigned or assignable sold until thirty the earlier to occur of: (301) one year after the consummation of the Business Combination and (2) 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 Warrants (or any shares of common stock issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. Notwithstanding the foregoing, except if the closing price of the Company’s common stock equals or exceeds $12.00 per share (1as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lockup. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, transfers, sales and assignments of the Securities are permitted (i) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates and shareholders) participating in the IPOaffiliates, officers, directors, shareholdersdirect and indirect equityholders; (ii) in the case of an individual, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holdersuch individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (iii) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7v) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Securities were originally purchased or purchased; (9vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; (viii) to the Company for no value for cancellation in connection with the consummation Subscriber’s affiliates, or any investment fund or other entity controlled or managed by Subscriber, or to any investment manager or investment advisor of the Business Combination 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, a “Permitted Transferee”); provided, however, that in the case of clauses (1i) through (9v) and (viii), these Permitted Transferees must enter into a “permitted transferee”), in each case (except for clause 9) where the transferee agrees written agreement agreeing to be bound by the terms of this agreement and by Agreement, including these transfer restrictions. (ii) Following the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness expiration of the Registration Statement 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 commencement of sales of if they are registered for resale under the OfferingSecurities Act pursuant to a shelf registration statement, then at Subscriber’s written request, the Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the legend referred to in clause (i) above, subject to certain limited exceptionscompliance by Subscriber with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, pursuant to Rule 5110(g)(2) of if required by the FINRA Manual. AccordinglyCompany’s transfer agent, the Company will promptly cause an opinion of counsel to 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 Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and without any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodlegend.

Lockup. Subscriber acknowledges (a) The holders (together with any Permitted Transferees (as defined below), the “Lockup Holders”) of shares of Class A common stock and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation Class B common stock of the Business CombinationCorporation issued as consideration pursuant to the Merger (as defined in the Merger Agreement) (all such securities, except the “Lockup Securities”), in each case, may not Transfer (1as defined below) any Lockup Securities during the Lockup Period without the prior written consent of the Board of Directors (subject to the determination of the Board of Directors in its sole discretion at any time) (the restrictions set forth in this Section 5.06, the “Lockup”). (b) Notwithstanding the provisions set forth in Section 5.06(a), a Lockup Holder may Transfer Lockup Securities: (i) to the Corporation’s officers or directors, any affiliate or family member of any of the Corporation’s officers or directors; (ii) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members member or partner of the initial holders of the Units and such Lockup Holder or their affiliates, any affiliate of such Lockup Holder (2including any trust or private foundation controlled or managed by or under common management or control with such Lockup Holder or with any employee, officer or controlling equity holder of such Lockup Holder), or any employee of such affiliate; (iii) amongst initial holders or to any other Lockup Holder; (iv) in the Company’s officerscase of an individual, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holdersuch individual’s immediate family, for estate planning purposesan affiliate of such individual or to a charitable organization; (v) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deaththe death of such individual; (vi) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7vii) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securitiesany bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (8) viii) by private sales or transfers made in connection with any forward purchase agreement or similar agreement at prices no greater than the price at which the applicable securities were originally purchased or purchased; (9ix) to the Company for no value for cancellation in connection with the consummation by virtue of the Business Combination laws of the State of Delaware or the dissolution of such Lockup Holder; or (each x) in the event of the Corporation’s liquidation, merger, capital stock exchange or other similar transaction which results in all of the Corporation’s stockholders having the right to exchange their shares of Class A common stock and Class B common stock for cash, securities or other property. (1c) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms For purposes of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.Section 5.06:

Lockup. Subscriber acknowledges (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Party agrees that the Securities it, he or she shall not be transferable, saleable or assignable Transfer (i) any Lock-up Shares until thirty (30) days after the consummation end of the Business CombinationLock-Up Shares Period, except and (1ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-up Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the final date or closing of such event, and all Surviving Pubco Class A Common Stock and SPAC Warrants restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Notwithstanding Section 2.1(a) above, Sponsor and each Stockholder Party or any of their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period: (i) to other Stockholder Parties or any persons (including their affiliates and shareholders) participating in the IPOdirect or indirect partners, officers, directors, shareholders, employees and members of the initial or equity holders of the Units and their affiliatessuch Stockholder Party, any Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Stockholder Party or its Affiliates; (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4ii) by bona fide gift or gifts, including to a member charitable organization; (iii) in the case of the holder’s immediate family or to a trustan individual, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon deathdeath of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Stockholder Party or the Immediate Family Member of such Stockholder Party; (6v) in the case of an individual, to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a Governmental Authority, including any qualified domestic relations order, divorce, decree or separation agreement; (7viii) by certain pledges in the case of a trust, the trustor or beneficiary of such trust or to secure obligations incurred in connection with purchases the estate of the Company’s securities, a beneficiary of such trust; (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9ix) to SPAC, the Company for no value for cancellation Surviving Entity or one of its Subsidiaries upon death, disability or termination of employment, in connection with the consummation each case, of the Business Combination such holder; (each of (1x) through (9)pursuant to a tender offer, a “permitted transferee”)liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction, in each case made to all holders of Surviving Pubco Class A Common Stock, involving a Change of Control (except including negotiating and entering into an agreement providing for clause 9any such transaction); provided, however, that in the event that such transaction is not completed, such Sponsor or Stockholder Party’s Lock-up Shares shall remain subject to the provisions of this Section 2.1; (xi) to SPAC, (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by SPAC pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where the transferee agrees any shares received by such Sponsor or Stockholder Party upon any such exercise will be subject to the terms of this agreement and 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 SPAC pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Sponsor or Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to Surviving Pubco Class A Common Stock acquired by such Stockholder Party or Sponsor in open market transactions; or (xiii) with the prior written consent of SPAC; provided, that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (viii) above, (a) each Permitted Transferee agrees to be bound in writing by the same agreements entered into by the initial holder of restrictions set forth in this Section 2.1; and (b) any such securities transfer or distribution shall not involve a disposition for value, other than with respect to any such securities. The Securities will be deemed compensation by transfer or distribution for which the Financial Industry Regulatory Authority transferor or distributor receives (“FINRA”x) and will therefore be subject to lock-up for a period equity interests of 180 days immediately following such transferee or (y) such transferee’s interests in the date transferor; and (ii) in the case of effectiveness of the Registration Statement each transfer or commencement of sales of the Offering, subject to certain limited exceptions, distribution pursuant to Rule 5110(g)(2clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the FINRA Manual. Accordingly, Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Securities may not applicable Lock-up Period (x) such Stockholder Party or Sponsor shall provide SPAC prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following bound in writing by the effective date restrictions set forth herein. (c) Sponsor and each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Sponsor’s and Stockholder Party’s Surviving Pubco Class A Common Stock in contravention of this Section 2.1 are effected prior to the expiration of the Registration Statement applicable Lock-up Period. (d) Sponsor and each Stockholder Party also agrees and consents to the entry of stop transfer instructions with SPAC’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Sponsor’s and Stockholder Party’s Lock-up Shares describing the foregoing restrictions. (e) For the avoidance of doubt, Sponsor and each Stockholder Party shall retain all of its rights as a stockholder of SPAC with respect to the Lock-up Shares during the applicable Lock-up Period, including the right to exercise any voting rights with respect to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180Lock-day periodup Shares it holds.

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Unit Shares and the Warrant Shares shall not be transferable, saleable or assignable until thirty (30) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)Combination, in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber acknowledges (a) Subject to Sections 7(b) and 7(c), Investor agrees that, without the prior written consent of the Company (which may be withheld for any reason), it will not directly or indirectly sell, transfer, offer to sell or transfer, grant any option for the sale or transfer of, or otherwise dispose (“Dispose” or “Disposition”) of any shares of Common Stock acquired pursuant to the Purchase Agreement or upon exercise of the Warrant (the “Investment Shares”), except that (i) from August 23, 2012, Investor may Dispose of up to 50% in aggregate of the Securities shall not be transferableInvestment Shares; and (ii) from and after February 23, saleable or assignable until thirty 2013, Investor may Dispose of any and all Investment Shares; provided, however, that such restrictions will terminate as to all Shares (30i) days after upon a Change of Control (as defined in the Warrant), and (ii) six (6) months following the consummation of an Extension Expiration Event (as defined in the Business CombinationWarrant). (b) Notwithstanding Section 7(a), except Investor may, from time to time, transfer all or any of the Investment Shares to an Affiliate of Investor, or Warrant Shares to an employee of Cambridge Information Group, Inc., a Maryland corporation (1) “CIG”); provided, that transfers to any persons employees of CIG shall not exceed 10% of the Warrant Shares, in the aggregate; provided, further that in each such case the Investor shall have first delivered to the Company notice of the proposed transfer (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members name of the initial holders proposed transferee and such other information as is reasonably necessary to confirm that such proposed transferee is an Affiliate of Investor or an employee of CIG, as applicable) and (ii) the Units proposed transferee has executed and their affiliates, (2) amongst initial holders or delivered to the Company’s officers, directors and employees, Company an acknowledgement (3in such form as the Company reasonably requests) if a holder is an entity, as a distribution that it shall be bound by the restrictions set forth in this Section 7 with respect to its, partners, shareholders or members upon its liquidation, the Investment Shares so transferred. (4c) by bona fide gift to a member of If Investor surrenders the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) Warrant to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees at any time prior to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority exercise (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement in whole or commencement of sales of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2in part) of the FINRA Manual. AccordinglyWarrant, the Securities may restrictions set forth in this Section 7 shall terminate. (d) Any Disposition of Investment Shares made in contravention of any of the provisions of this Section 7 shall not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following recognized by the effective date Company and shall be void and of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day periodno effect.