Common use of Sponsor Lock-Up Clause in Contracts

Sponsor Lock-Up. (i) Subject to the consummation of the Initial Merger, Sponsor covenants and agrees not to, during the Applicable Period, without the prior written consent of the board of directors of PubCo, Transfer any PubCo Ordinary Shares or PubCo Warrants received by it as a result of the Initial Merger and any PubCo Ordinary Shares received by it upon the exercise of PubCo Warrants (the “Lock-Up Securities”); provided, however, that the foregoing shall not apply to (i) Transfers (A) to another Person that is an affiliate of the Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Sponsor or its affiliates or who shares a common investment advisor with the Sponsor; (B) as part of a distribution to members, partners or shareholders of the Sponsor via dividend or share repurchase; or (C) by gift to a charitable organization or to a charitable foundation; (ii) Transfers by virtue of the laws of the state of the Sponsor’s organization and the Sponsor’s organizational documents upon dissolution of the Sponsor; (iii) Transfers relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing; (iv) the entry, at any time after the Acquisition Closing, by the Sponsor into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Securities and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up Securities; (v) Transfers in the event of completion of a liquidation, merger, exchange of shares or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property; and (vi) pledges of Lock-Up Securities by a holder thereof that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities (as well as any foreclosure on such pledged Lock-Up Securities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to the Sponsor, provided that such agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosure); provided, further, however, that in the case of clauses (i), (ii) and (vi), these permitted transferees shall enter into a written agreement agreeing to be bound by the foregoing restrictions on Transfer of Lock-Up Securities prior to such Transfer. (ii) For purposes of the foregoing sub-section (i):

Sponsor Lock-Up. (a) Sponsor agrees that it shall not effectuate a Transfer of the Restricted Securities that are held by Sponsor during the period commencing on the Closing Date and ending on (i) Subject to the consummation for 50% of the Initial MergerRestricted Securities held by Sponsor, Sponsor covenants the earlier of (1) one (1) year after the Closing Date and agrees not to(2) the date on which the Pubco VWAP is equal to or greater than $12.50 (as equitably adjusted on account of any subdivision, during share split or consolidation, capitalization, share dividend, reorganization, combination, reclassification or similar equity restructuring transaction or any changes in the Applicable Period, without the prior written consent of the board of directors of PubCo, Transfer any PubCo Ordinary Shares or PubCo Warrants received by it as a result of a merger, consolidation, reorganization, recapitalization, business combination or similar transaction involving Pubco) for a period of at least twenty (20) trading days (which may or may not be consecutive) within any consecutive thirty (30) trading day period commencing after the Initial Merger Closing Date and any PubCo Ordinary Shares received (ii) for all other Restricted Securities held by it upon Sponsor, one (1) year after the exercise of PubCo Warrants Closing Date (the “Sponsor Lock-Up SecuritiesPeriod” and such restrictions on Transfer during the Sponsor Lock-Up Period, the “Sponsor Lock-Up”); provided. (b) Notwithstanding the provisions set forth in Section 9(a), however, Transfers of the Restricted Securities that the foregoing shall not apply to are held by Sponsor (and that have complied with this Section ‎9(b)) are permitted: (i) Transfers (A) to another Person that is an affiliate of the Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Sponsor or its affiliates or who shares a common investment advisor with the Affiliates of Sponsor; ; (B) as part of a distribution to members, partners or shareholders of the Sponsor via dividend or share repurchase; or (Cii) by gift to (A) a trust, the beneficiary of which is, or is an Affiliate of, Sponsor, or (B) a charitable organization or to a charitable foundation; organization; (iiiii) Transfers by virtue of the laws of the state of the Sponsor’s organization and the jurisdiction of incorporation or organization, Sponsor’s organizational documents or the rights attaching to the equity interests in Sponsor upon dissolution of the Sponsor; (iii) Transfers relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the Acquisition Closing; ; (iv) the entryexercise of any options, at warrants or other convertible securities to purchase Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that any time after the Acquisition Closing, by Ordinary Shares issued upon such exercise shall be subject to the Sponsor into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Securities and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Lock-Up Securities; Period; (v) Transfers in the event of completion of a the Company’s liquidation, merger, exchange of shares share exchange, reorganization or other similar transaction which that results in all of PubCothe Company’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property; and property (including, for the avoidance of doubt, a Pubco Sale); (vi) pledges in connection with any bona fide mortgage, pledge, hypothecation, encumbrance or other grant of Lock-Up Securities by a holder thereof that create a mere security interest to an unaffiliated financial institution in such Lock-Up Securities pursuant to a connection with any bona fide loan or indebtedness debt transaction or enforcement thereunder, including foreclosure thereof (so long as any such holder continues mortgage, pledge, hypothecation, encumbrance or grant of security interest shall be on terms consistent with customary loan or debt transactions), and Sponsor shall provide the Company with written notice prior to control entering into such transaction; and (vii) for purposes of satisfying any withholding and/or other taxes that become payable in connection with the exercise exchange of SPAC Private Warrants held by Sponsor for Pubco Private Warrants in connection with the consummation of the voting rights of such pledged Lock-Up Securities (as well as any foreclosure on such pledged Lock-Up Securities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to the Sponsor, provided that such agreement shall only take effect in the event that the transferee takes possession of the Lock-Up Securities as a result of foreclosure)Business Combination; provided, further, however, that in the case of clauses (i) through (iii), (ii) and (vi)such transferee, these permitted transferees shall to the extent not already party hereto, must enter into a written agreement agreeing to be bound by the foregoing restrictions on herein. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section ‎9, the Company may impose stop-transfer instructions with respect to the Restricted Securities of Sponsor (and any permitted transferees and assigns thereof) until the end of the Sponsor Lock-Up Securities prior to such TransferPeriod. (d) During the Sponsor Lock-Up Period, each certificate (if issued) or book entry position evidencing any Restricted Securities subject to the Sponsor Lock-Up Period shall be stamped, notated or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SPONSOR SUPPORT AGREEMENT, DATED AS OF NOVEMBER 9, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND THE OTHER PARTIES THERETO, AS AMENDED. A COPY OF SUCH SPONSOR SUPPORT AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) For the avoidance of any doubt, Sponsor shall retain all of the rights of a holder of the Restricted Securities held by Sponsor during the Sponsor Lock-Up Period, including, where applicable, the right to vote any Restricted Securities, in each case, for so long as Sponsor owns such Restricted Securities. (f) As used in this Section ‎9, (i) “Transfer” shall mean the (1) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (3) public announcement of any intention to effect any transaction specified in clause (1) or (2), and (ii) For purposes “Restricted Securities” shall mean the Ordinary Shares and Pubco Private Warrants to be received by Sponsor pursuant to the Business Combination Agreement, together with any (1) securities paid as dividends or distributions with respect to such securities, (2) securities into which such securities are exchanged or converted and (3) securities issued or issuable upon the exercise of the foregoing sub-section (i):Pubco Private Warrants.

Sponsor Lock-Up. (i) Subject to the consummation of the Initial Merger, Sponsor covenants and agrees not to, during the Applicable Period, without the prior written consent of the board of directors of PubCo, Transfer any PubCo Ordinary Shares or PubCo Warrants received held by it as a result (or which it is entitled to or has the right to receive by virtue of the Initial Merger) immediately after the Initial Merger and Effective Time, any PubCo Ordinary Shares received by it upon the exercise of any PubCo Warrants, or any PubCo Warrants or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares held by it immediately after the Initial Merger Effective Time, in each case, other than Excluded Securities (the actions specified above collectively, “Lock-Up SecuritiesTransfer”)) during the Applicable Period; provided, however, that the foregoing shall not apply to (i) Lock-Up Transfers (A) by gift to another Person that members of an individual’s Immediate Family or to a trust or foundation, the beneficiary of which is an affiliate a member of one of the Sponsorindividual’s Immediate Family or the individual itself, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Sponsor or its affiliates or who shares a common investment advisor with the Sponsor; (B) as part to an Affiliate of a distribution to memberssuch Person, partners or shareholders of the Sponsor via dividend or share repurchase; or (C) by gift to a charitable organization or to a charitable foundation, or (D) by gift to the Fund (as defined in the Shareholder Deed (as defined in the Business Combination Agreement)); (ii) Lock-Up Transfers by virtue of the laws of the state descent and distribution upon death of the Sponsor’s organization and the Sponsor’s organizational documents upon dissolution of the Sponsorindividual; (iii) Lock-Up Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (iv) Lock-Up Transfers to a partnership, limited liability company or other entity of which Sponsor and/or the Immediate Family of Sponsor are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (v) Lock-Up Transfers relating to Excluded Securities, PubCo Ordinary Shares Shares, PubCo Warrants or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares or PubCo Warrants acquired in open market transactions after the Acquisition Closing; (ivvi) the entryexercise of stock options or warrants to purchase PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, at any time after it being understood that all PubCo Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the Acquisition Closing, by restrictions of this Section 6 during the Sponsor Applicable Period; (vii) the entry into any trading plan providing for the sale of PubCo Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any PubCo Ordinary Shares during the Applicable Period insofar as it relates to the applicable Lock-Up Securities and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period insofar as it relates to the applicable Period; (viii) Lock-Up Securities; (v) Transfers in the event of completion of a liquidation, merger, exchange of shares stock or other similar transaction which results in all of PubCo’s shareholders security holders having the right to exchange their PubCo Ordinary Shares or PubCo Warrants for cash, securities or other property; and (viix) pledges of Lock-Up Securities Shares by a holder thereof that create a mere security interest in such Lock-Up Securities Shares pursuant to a bona fide loan or indebtedness transaction so long as such holder continues to control the exercise of the voting rights of such pledged Lock-Up Securities Shares (as well as any foreclosure on such pledged Lock-Up Securities Shares so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to the Sponsor), provided that such agreement shall only take effect (x) in the event that the transferee takes possession case of the an entity, a Lock-Up Transfer (y) to another entity that is an affiliate (as defined in Rule 405 under the Securities Act) of Sponsor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with Sponsor or affiliates of Sponsor or who shares a common investment advisor with the undersigned or (z) as part of a result distribution to members, partners or shareholders of foreclosure)Sponsor, (xi) in the case of an entity that is a trust, Lock-Up Transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; and (xii) in the case of an entity, Lock-Up Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; provided, further, however, that in the case of clauses (i) through (iv), (iiviii) (in case the securities received are listed on a national securities exchange) and (viix) through (xii), these permitted transferees shall enter into a written agreement agreement, in substantially the form of this Section 6, agreeing to be bound by the foregoing restrictions on Transfer of these Lock-Up Securities Transfer restrictions prior to such Lock-Up Transfer. (ii) . For purposes of this Section 6, and provided, further, that in the foregoing subcase of clause (ix), such agreement shall only take effect in the event that the transferee take possession of the Lock-section (i):Up Shares as a result of foreclosure: