Common use of Clear Market Clause in Contracts

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Shares, Founder Shares, Public Rights, Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Shares, Founder Shares Shares, Rights, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Shares, Founder Shares Shares, Rights, or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Class A Shares issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Sharesshares of Class B Common Stock, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Class B Common Stock or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 75 days after the date of the Prospectus, each of the Company and Xxxxxxxx Xxxx will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriter, LLCother than (A) the Shares to be sold hereunder, except(B) the issuance of Stock by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (y) an increase in shares of Stock or any securities convertible into or exercisable or exchangeable for Stock held by the undersigned, in each case, that the Company may as required by applicable law, or (aii) issue and sell the Placement Warrantsa Form 5, (b) issue and sell the Option Units on exercise of the option provided for Schedule 13D or Schedule 13G, in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreementeach case, in accordance with applicable law, and made after the terms expiration of the Registration Rights Agreementrestricted period referred to above), the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and C) any shares of Common Stock of the Company issued or issuable upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such Placement Warrants or warrants issued upon conversion shares of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with Stock has previously delivered a Business Combination; provided that the foregoing restrictions shall not apply “lock-up” agreement to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release Underwriter substantially in the form of Exhibit A hereto through hereto, such shares of Stock will be subject to the terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (E) the filing by the Company of a major news service at least two business days before registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the effective date sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waiver. The Company agrees not to amend total number of shares of Common Stock issued and outstanding immediately following the Insider Letter without the written consent completion of the Representativetransactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the same duration and terms as provided in this section.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants Warrants, Rights or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares Shares, Warrants or Public WarrantsRights, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants Shares, Warrants, Rights or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) issue the Representative’s Shares pursuant to section 2(f) hereof, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Units, Private Placement Shares, Private Placement Warrants, Private Placement Rights and warrants units that may be issued upon conversion of working capital loans and the Ordinary Shares, warrants and rights included therein (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or upon exchange of the Private Placement Rights or warrants or rights included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representatives in its their sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director any of the Company and provides the Company with notice of the impending release or waiver securities subject to these lock-up agreements at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsUBS Securities LLC and Xxxxxx & Co. USA, LLCInc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, Working Capital Warrants and warrants that may be issued upon conversion of working capital loans Extension Warrants (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants, Working Capital Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder SharesExtension Warrants), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 90 days after the date of the Prospectusinitial public offering of the Shares, the Company Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without both (x) the prior written consent of RBC Capital Markets, LLC, excepttwo of the four Representatives and (y) the prior written notice to the other Representatives, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Shareholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to announce the impending expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCLLC and Cantor Xxxxxxxxxx & Co., except, in each case, that the Company may (a) issue and sell the Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants units that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and UBS Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsUBS Securities LLC and Xxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfertransfer and agree to be bound by the lock up provisions contained therein and herein; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Rights, Placement Units or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public WarrantsPlacement Units, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants Rights or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants units that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a During the period of 180 days after commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the Prospectus, the Company will not (i“Lock-Up Period”) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwisenot, without the prior written consent of RBC Capital Marketsthe Representatives (which consent may be withheld at the sole discretion of the Representatives), LLCdirectly or indirectly offer, exceptsell (including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Sponsor and each caseof the Company’s officers, that directors, advisors and security holders prior to the Offering (other than the Anchor Investors) to furnish to the Representatives, prior to the Initial Closing Date, the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company and the Company shall not release any such party from such “lock-up” restrictions, or the Anchor Investors from any lock-up provision contained in the applicable Anchor Subscription Agreements, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Optional Units on exercise of the option provided for in Section 2(b) 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Private Placement Units, Founder Shares, Shares and the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon underlying the exercise of any such Private Placement Warrants or warrants issued upon conversion of Units and the working capital loans and upon conversion of the Founder Shares)Private Placement Warrants, and (d) issue securities in connection with a Business Combination; provided provided, further, that in no case shall the foregoing restrictions shall not apply to the forfeiture of Company issue any Founder Shares pursuant to their terms Common Stock, Warrants or any transfer options or other securities convertible into or exercisable or exchangeable for Common Stock, or any shares of Founder Shares to a current preferred stock, in each case, that participate in any manner in the Trust Account or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered that vote as a result of such transfer, any related Section 16 of class with the Exchange Act filing includes Common Stock on a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeBusiness Combination.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Ordinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that Combination (including the foregoing restrictions shall not apply to Forward Purchase Securities) and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). The Representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration and Stockholder Rights Agreement, in accordance with the terms of the Registration and Stockholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)) as described in the Prospectus, and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, J.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Letters. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter herein for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Shares, Warrants or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, JonesTrading Institutional Services LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter Letters with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the applicable Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the Ordinary Shares and warrants included therein (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representatives in its their sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director any of the Company and provides the Company with notice of the impending release or waiver securities subject to these lock-up agreements at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 60 days after the date of this Agreement (the Prospectus“Clear Market Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendpledge, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Shares or any securities convertible into or exchangeable or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrantswarrants or other rights to purchase Common Shares, without the prior written consent of the Representatives, or publicly disclose the intention to undertake make any such offer, sale, pledge, disposition or filing, other than (i) issuances of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants, options or other rights to purchase Common Shares, including restricted share units, performance share units and other share units, pursuant to employee benefit arrangements, employee share purchase plans or share incentive plans, and under the foregoingNortel Networks Corporation Directors Deferred Share Unit Plan and the Nortel Networks Limited Directors Deferred Share Unit Plan, or existing on the date hereof, (ii) enter into any swap or other arrangement that transfers, issuances required in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the connection with obligations incurred prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued date hereof or issuable upon the exercise of any such Placement Warrants outstanding securities or rights convertible, exchangeable or exercisable for Common Shares, including the Company’s shareholder rights plan, (iii) the filing by the Company of a registration statement in respect of the Securities and the Underlying Shares, (iv) contracting to issue or sell Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants issued upon conversion or other rights to purchase Common Shares as consideration for purposes of business combinations, acquisitions of other businesses or assets or similar transactions, it being understood that the working capital loans and upon conversion of Company shall not issue or sell such Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants or other rights to purchase Common Shares under this clause (iv) during the Founder Shares)Clear Market Period, and (dv) issue securities issuances in connection with the global class action settlement as described in the Time of Sale Information and the Offering Memorandum, including under the heading “Summary” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, or (vi) any filing of a Business Combination; provided that registration statement in connection with any of the items listed in the foregoing restrictions shall not apply clauses (i) to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transferv). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees will not at any time offer, sell, contract to amend sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the Insider Letter without exemption afforded by the written consent Securities Act to cease to be applicable to the offer and sale of the RepresentativeSecurities.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) issue warrants upon conversion of up to $2,000,000 of working capital loans, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetters. The Company agrees not to amend the any Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants, Rights, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Shares, Warrants or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares Shares, Rights or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsNomura Securities International, LLCInc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfertransfer and agree to be bound by the lock up provisions contained therein and herein; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital Markets, LLCCitigroup Global Markets Inc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the Representative.Citigroup Global Markets Inc.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, otherwise without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (aw) issue and sell the Private Placement Warrants, (bx) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (cy) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dz) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter Letters for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), ) and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectusinitial public offering of the Shares, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, 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, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsCommon Stock (including without limitation, Common Stock, Founder Shares or Public Warrants, or publicly disclose Stock which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the intention to undertake any rules and regulations of the foregoing, Commission and securities which may be issued upon exercise of a stock option or warrant) owned by such Selling Stockholder on the date of execution of this Agreement or on the date of the Prospectus or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of such Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of shares of Common Stock to the Underwriters pursuant to this Agreement, (B) transfers or distributions of shares of Common Stock or securities convertible into shares of Common Stock to limited partners or stockholders of such Selling Stockholder, (C) transfers of shares of Common Stock or securities convertible into shares of Common Stock as a bona fide gift or gifts, (D) transfers of shares of Common Stock or securities convertible into shares of Common Stock to any trust the sole beneficiaries of which are such Selling Stockholder and/or immediate family members of such Selling Stockholder, (E) transfers of shares of Common Stock or securities convertible into shares of Common Stock to any affiliates of such Selling Stockholder, or (F) any shares of Common Stock acquired by such Selling Stockholder in the open market and; provided, that in the event of clauses (B), (C), (D) and (E) above, (I) the donees or transferees thereof have agreed in writing to be bound by the foregoing restrictions and (II) no such transfer or distribution involves a disposition for value; provided, further, that any limited partner of Code Xxxxxxxx & Xxxxxxx III, L.P. which receives a distribution of shares of Common Stock may resell such shares of Common Stock immediately without restriction; provided further, Code Xxxxxxxx & Xxxxxxx III, L.P. hereby agrees that it shall not make any distributions of shares of Common Stock for a period of 30 days after the date of the initial public offering of the Shares. In addition, such Selling Stockholder agrees that, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units X.X. Xxxxxx Securities Inc. on exercise behalf of the option provided for in Section 2(bUnderwriters, it will not, during the period ending ninety (90) hereof, (c) register with days after the Commission pursuant to the Registration Rights Agreement, in accordance with the terms date of the Registration Rights Agreementinitial public offering of the Shares, make any demand for or exercise any right with respect to, the resale registration of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the exercise of any such Placement Warrants or warrants issued upon conversion foregoing, if (1) during the last 17 days of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 45 days after the date of the Prospectus, the Company Selling Stockholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriter, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Stockholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Stockholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Stockholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Stockholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Stockholder, the Company or any other person, prior to announce the impending expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if the Underwriter is unable to publish or distribute research reports on the Company pursuant to Rule 139 under the Securities Act and/or Rule 2711 of the National Association of Securities Dealers, and if (1) during the last 17 days of the 45 -day restricted period, the Company issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day period, the Company must provide the Underwriter and each person subject to the 45-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and then, upon notice by the Underwriter to the Company prior to the expiration of the 45 -day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Class A Common Stock, Founder Shares, Public Rights, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Class A Common Stock, Founder Shares or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Class A Common Stock, Founder Shares or Public Warrants Rights or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Class A Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Letters. If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter herein for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetters.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act (other than a registration statement on Form S-8) relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriters, LLCother than (A) the Shares to be sold hereunder; (B) any grants of restricted stock units, exceptdeferred stock units, in each casephantom or equity based incentive units or other equity securities to employees, directors or contractors that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise are granted under equity incentive plans of the option provided for in Section 2(b) hereofCompany, (c) register with including the Commission FB Financial Corporation 2016 Incentive Plan and the FirstBank 2012 Equity Based Incentive Plan, as amended, and issuances of Stock pursuant to the Registration Rights Agreementexercise, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise vesting of any such Placement Warrants restricted stock units, deferred stock units, phantom or warrants equity based incentive units or other equity securities; (C) sales of Stock made pursuant to the FB Financial Corporation 2016 Employee Stock Purchase Plan; (D) shares of Stock or other securities issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; transaction with a third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of the assets or the equity of another entity, provided that (x) the foregoing restrictions maximum aggregate number of shares issued pursuant to this clause (D) shall not apply exceed ten percent (10%) of the total number of shares of Stock outstanding as of the date of this Agreement and (y) any party receiving shares of Stock pursuant to clause (D) shall execute an agreement stating that they are holding the shares pursuant to the forfeiture restrictions contained in this Section 5(h); and (E) the issuance of any Founder Shares pursuant shares to their terms or any transfer of Founder Shares to a current or future independent director directors and officers of the Company who have elected to receive their salary or fees, as applicable, in the form of Stock rather than cash; provided, however, that any issuances, grants, sales or other transactions pursuant to clause (as long as such current or future independent director is subject B), (C) and (E) shall be made in accordance with and pursuant to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release stock based compensation or waive the transfer restrictions set forth in the Insider Letter for an officer or director purchase plans of the Company and provides its subsidiaries in existence on the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially this Agreement and described in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeProspectus.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Unitsunits, shares of Common Stock, Stock (including Founder Shares), Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Unitsunits, shares of Common Stock, Founder Shares Stock or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Unitsunits, shares of Common Stock, Founder Shares Stock or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or any of such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, exceptBarclays Capital Inc. and CIBC World Markets Corp., except that (A) none of the foregoing shall apply in each case, that relation to the Company may (a) issue issuance and sell sale of the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, the Working Capital Warrants, or any securities to be issued upon or following the consummation of a Business Combination (cincluding the Forward Purchase Securities), and (B) the Company may register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, the Working Capital Warrants and warrants that may be issued upon conversion of working capital loans the Forward Purchase Securities (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants, Working Capital Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder SharesForward Purchase Warrants), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Ordinary Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Ordinary Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Ordinary Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, Forward Purchase Shares and Forward Purchase Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 60 days after the date of the ProspectusExecution Date, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoingin each case, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriter, LLC, except, in each case, that other than (A) the Company may (a) issue and sell the Placement WarrantsShares to be sold hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock of the Company issued or issuable upon the exercise of options granted under existing employee stock option plans and any such Placement Warrants or warrants issued upon conversion options to purchase shares of Stock of the working capital loans and upon conversion of the Founder Shares)Company issued under existing stock option plans, and (dC) issue securities the transfer of shares of Stock to any seller in connection with a Business Combination; provided an acquisition by the Company or any of its subsidiaries that does not involve registration of such shares of Stock pursuant to the Securities Act, provided, however, that the foregoing restrictions shall not apply to the forfeiture number of any Founder Shares shares of Stock issued and/or sold pursuant to their terms or any transfer this clause (C) shall not, in the aggregate, exceed more than ten percent of Founder Shares to a current or future independent director the number of outstanding shares of Stock of the Company (as long as such current or future independent director is subject after giving effect to the terms sale of the Insider Letter with respect Shares) on the Closing Date and prior to such Founder Shares at any issue the time Company shall cause each recipient of such transfer; and as long as, securities to the extent any Section 16 of the Exchange Act reporting obligation execute a lock-up agreement that is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before and deliver the effective date same to the Underwriter for the benefit of the Underwriter. Notwithstanding the foregoing, if (1) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or waiver. The material news or a material event relating to the Company agrees not occurs; or (2) prior to amend the Insider Letter without the written consent expiration of the Representative60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. This Section 5(h) shall not prohibit the Company from filing a registration statement on Form S-8 pursuant to any benefit plans or arrangements disclosed in the Registration Statement, the Time of Sale Information and the Prospectus.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Xxxxx & Company LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Ordinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, the Representative except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors or employees of the Company (as long as such current or future independent director is directors or employees are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related filing under Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If For a period of 180 days after the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverProspectus, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 30 days after the date of the Prospectus, the Company Selling Stockholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriters, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Stockholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Stockholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriters a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Stockholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Stockholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Stockholder, the Company or any other person, prior to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date expiration of the release lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or waiver. The Company agrees not (ii) to amend effect the Insider Letter without cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the written consent expiration of the Representativelock-up period.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell pledge or grant 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, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Stock or Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Shares, Warrants or any such other securitiessecurities convertible into, or exercisable, or exchangeable for, Common Stock or Founder Shares owned, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (a) issue and sell the Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof1.2.2 hereof (if any), (c) issue and sell the Representative Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Representative Shares, the Placement Warrants Securities and the warrants and Common Stock underlying the units that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such the Placement Warrants or warrants underlying the units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), ) and (de) issue securities in connection with a Business Combination; provided that . However, the foregoing restrictions preceding clauses (i) and (ii) shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director transferee is subject to the terms of the Insider Letter with respect applicable to such Founder Shares directors and officers at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representative in its sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver herein at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants the Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common the Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units the Common Stock or such other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case, without the prior written consent of RBC Capital Marketsthe Representative, LLCother than (A) the Shares to be sold hereunder, except(B) any shares of Common Stock issued upon the exercise of options granted under existing employee stock option plans, in each case, that (C) grants by the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, employee stock options or restricted stock in accordance with the terms of a plan in effect on the Registration Rights Agreementdate hereof, (D) the resale filing by the Company of any registration statement with the Founder Shares, Commission on Form S-8 relating to the Placement Warrants offering of securities pursuant to the terms of a plan in effect on the date hereof and warrants that may be issued upon conversion of working capital loans (and any E) shares of Common Stock (or options, warrants or convertible securities in respect thereof) issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; bona fide merger or acquisition transaction, provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms Common Stock (or any transfer of Founder Shares to a current options, warrants or future independent director of the Company (as long as such current or future independent director convertible securities in respect thereof) so issued is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 a duplicate form of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions “lock-up agreement” set forth in Exhibit D hereto. Notwithstanding the Insider Letter for an officer or director foregoing, if (1) during the last 17 days of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Section 5(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Representative Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Representative Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)) as described in the Prospectus, and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) will enforce the terms of Article 11.8, Lock-Up Agreement, of the Company’s 2008 Stock Incentive Plan and Section 11(b), Market Stand-Off, of the Company’s 2004 Stock Plan: Stock Option Agreement, and issue stop-transfer instructions to the transfer agent for the Common Stock with respect to any transaction that would constitute a breach of or default under such provisions, (ii) will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing and (iiiii) will not enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, whether any such transaction described in clause (iii) or (iiiii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLCother than (A) the Shares to be sold hereunder, except(B) any shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans or upon the exercise of any warrants outstanding as of the Closing Date and (C) the grant or issuance by the Company of employee, consultant or director stock options or restricted stock units in the ordinary course of business under stock plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, provided, in each casethe case of clause (C), that either (x) the stock options or restricted stock units do not vest or otherwise become exercisable during the 180-day restricted period or any extension thereof or (y) each recipient of such stock options or restricted stock units shall execute a Lock-Up Agreement (as defined herein). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company may issues an earnings release or material news or a material event relating to the Company occurs; or (a2) issue and sell prior to the Placement Warrants, (b) issue and sell the Option Units on exercise expiration of the option provided for 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. This clause (h) shall not prohibit the Company from issuing shares of Common Stock in Section 2(b) hereof, (c) register connection with the Commission acquisition by the Company or one of its subsidiaries of the assets or capital stock of another person or entity consummated following the Closing Date, whether through merger, asset acquisition, stock purchase or otherwise or pursuant to any employee benefit plan assumed by the Registration Rights Agreement, Company in accordance connection with such acquisition; provided that (i) the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion do not represent more than 5% of the working Company’s outstanding capital loans and upon conversion of the Founder Shares), stock immediately prior to such acquisition and (dii) issue securities in connection with each recipient of such shares shall execute a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company Lock-Up Agreement (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transferdefined herein). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsJ.X. Xxxxxx Securities LLC and BofA Securities, LLC, Inc. except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors or employees of the Company (as long as such current or future independent director is directors or employees are subject to the terms of the Insider Letter with respect to such the Founder Shares at the time of such transfer; , and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related filing under Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If For a period of 180 days after the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverProspectus, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsX.X. Xxxxxx Securities LLC, Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, JonesTrading Institutional Services LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC and Wxxxx Fargo Securities, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholders Rights Agreement, in accordance with the terms of the Registration and Shareholders Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or and warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectushereof, the Company Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose in each case other than the intention to undertake any sale of the foregoing, Shares to the Underwriters hereunder; or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise; or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationRepresentative; provided that after the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director expiration of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter Underwriters' option with respect to the Option Shares set forth in Section 2(a) above, in the event that the Underwriters shall not have exercised such Founder option in full, the Selling Stockholder may transfer any such Option Shares at as to which such option shall not have been exercised to any affiliate of the time of Selling Stockholder, so long as each such transfer; and as long as, transferee provides a written undertaking to the extent any Section 16 Representative on behalf of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of Underwriters agreeing to be bound by the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in this subsection (a) as and to the Insider Letter for an officer same extent as the Selling Stockholder, and so long as any filing with the Commission in connection therewith or director relating thereto made by or on behalf of the Company Selling Stockholder, such transferee or any affiliate of either of them specifically describes such restrictions; and provides provided further that nothing in this paragraph shall preclude the Company Selling Stockholder from making any required filing on Schedule 13D with notice respect to the transactions contemplated hereby. Notwithstanding the foregoing, if (1) during the last 17 days of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants, Forward Purchase Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that , including the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverForward Purchase Securities. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter Letters for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Stock or Class B common stock, par value $0.001 per share of the Company (together with the Stock, the “Common Stock, Founder Shares, Public Warrants ”) or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares including limited liability company interests in Holdings convertible into or Public Warrantsexercisable or exchangeable for Common Stock, or publicly disclose the intention to undertake make any of offer, sale, pledge, disposition or filing (other than filings on Form S-8 relating to the foregoingCompany Stock Plans), or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, regardless of whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representative, LLC, except, in each case, that other than (1) the Company may (a) issue and sell the Placement WarrantsShares to be sold hereunder, (b2) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms equity incentive plans of the Bioventus Parties described in the Registration Rights AgreementStatement, the resale Pricing Disclosure Package and the Prospectus, (3) pursuant to the Amended and Restated Limited Liability Company Agreement of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), Holdings and (d4) issue securities otherwise in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Transactions. If the Representative, Representative in its sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A C hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxxxx Xxxxx & Co. LLC and Evercore Group L.L.C., LLCprovided, excepthowever, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to (A) the forfeiture Securities to be sold hereunder, (B) any shares of Common Stock issued upon the exercise of any Founder Shares option or warrant, or the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director stock-based compensation plans of the Company and provides its subsidiaries as referred to in the Company Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the Restricted Period provided that such Plan does not provide for the transfer of shares of Common Stock during the Restricted Period and the establishment of such Plan does not require or otherwise result in any public filing or other public announcement of such plan during the Restricted Period, (E) shares of Common Stock to be issued to one or more counterparties in connection with notice a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets of not less than a majority or controlling portion of the impending release or waiver at least three business days before equity of another entity; provided, that (x) the effective date aggregate number of shares of Common Stock issued under this subsection (E) shall not exceed 7.5% of the release or waivernumber of shares of Common Stock outstanding as of the date hereof (prior to giving effect to this offering); and (y) prior to such issuance, each recipient of such shares under this subsection (E) shall execute and deliver to the Company agrees to announce the impending release or waiver by Representatives a press release “lock-up” agreement substantially in the form of Exhibit A hereto through hereto, and (F) the filing of any registration statement on Form S-8 or a major news service at least two business days before successor form thereto relating to the effective date shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the release or waiver. The Company agrees not and its subsidiaries referred to amend the Insider Letter without the written consent of the Representativein clause (C).

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC J.X. Xxxxxx Securities LLC and BMO Capital Markets, LLCMarkets Corp., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination or (iii) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into into, or exercisable exercisable, or exchangeable for for, any Public Units, Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC, LLC and BTIG LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants units that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Placement Warrants or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For Without the prior written consent of the Representative on behalf of the Underwriters, for a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under (other than the Securities Act filing of a registration statement required by a pre-existing arrangement described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) relating to, to any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for Common Stock (or convert any Public Units, shares of the Company’s Original Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, ) or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares Stock or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may other than (a) issue the Shares to be sold hereunder and sell any shares of Original Common Stock or Common Stock of the Placement WarrantsCompany issued upon the exercise of options granted under Company Stock Plans, (b) issue grants of any awards under Company Stock Plans, and sell any shares of Original Common Stock or Common Stock of the Option Units on Company issued upon the exercise of the option provided for in Section 2(b) hereofoptions granted under Company Stock Plans, (c) register with the Commission pursuant filing of any registration statement on Form S-8 relating to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants any shares that have been or may be issued upon conversion pursuant to clauses (a) and (b) above and (d) sales of working capital loans (and any shares of Common Stock issued or issuable upon any securities convertible into or exercisable or exchangeable for Common Stock pursuant to the exercise mandate of regulatory authorities including the filing of any such Placement Warrants or warrants issued upon conversion registration statement with respect thereto. Notwithstanding the foregoing, if (1) during the last 17 days of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act (other than on Form S-8 or on any successor form or pursuant to its existing re-sale Registration Statement on Form S-3 (File No. 333-191238)) relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsLeerink Partners LLC and Xxxxx and Company, LLC, exceptother than (A) the Shares to be sold hereunder, in each case, that (B) any shares of Common Stock of the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission or options or other securities issued pursuant to the Registration Rights AgreementCompany Stock Plans, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and C) any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of outstanding on the working capital loans and upon conversion of the Founder Shares)date hereof, and (dD) issue any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock representing in connection with a Business Combination; provided that the foregoing restrictions shall not apply aggregate no more than 5% of the Company’s issued and outstanding shares of Common Stock as of the date of this Agreement, which may be sold, on an arm’s-length basis, only to the forfeiture of any Founder Shares unaffiliated collaborators, vendors, manufacturers, lessors, distributors, customers or other similar parties pursuant to their terms a collaboration, licensing agreement, strategic alliance, lease, manufacturing or any transfer of Founder Shares to a current distribution arrangement or future independent director of the Company (as similar transaction, so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time recipients of such transfer; and as long as, securities agree to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver be bound by a press release lock-up agreement in substantially in the form of attached as Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativehereto.

Clear Market. For a period of 180 60 days after the date of the ProspectusOffering Memorandum, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act (other than on Form S-8 or on any successor form) relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representative, LLC, except, in each case, that other than (A) the Company may (a) issue Securities to be sold hereunder and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant Underlying Securities to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans the Securities, (and B) any shares of Common Stock of the Company issued pursuant to the Company Stock Plans or the Company’s employee stock purchase plan, (C) any shares of stock issuable upon the exercise of any such Placement Warrants warrants outstanding on the date hereof, (D) shares of Common Stock or warrants issued upon conversion securities convertible into or exercisable or exchangeable for shares of Common Stock representing in the aggregate no more than 5% of the working capital loans Company’s issued and upon conversion outstanding shares of Common Stock as of the Founder Shares)date of this Agreement, which may be sold only to collaborators, vendors, manufacturers, distributors, customers or other similar parties pursuant to a collaboration, licensing agreement, strategic alliance, manufacturing or distribution arrangement or similar transaction, so long as recipients of such securities agree to be bound by a lock-up agreement in substantially the form attached as Exhibit A hereto, and (dE) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to entry into the forfeiture Call Spread Confirmations and the Company’s performance thereunder, including the issuance of any Founder Shares pursuant to their terms Common Stock upon exercise and settlement or any transfer of Founder Shares to a current or future independent director termination of the Company Warrant Confirmations. Notwithstanding the foregoing, if (as long as such current or future independent director is subject to 1) during the terms last 17 days of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver60-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 60-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares Ordinary Shares (including, for the avoidance of Common Stockdoubt, the Anchor Shares), Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) issue and sell the Anchor Shares in accordance with the terms of the Anchor Purchase Agreement, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Anchor Shares and the Placement Warrants and warrants units that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Placement Warrants or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC X.X. Xxxxxx Securities LLC and Barclays Capital Markets, LLCInc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not, and will not publicly disclose the intention to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, Xxxxxx Xxxxxxx & Co. LLC, exceptprovided, in each casehowever, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to (A) the forfeiture Securities to be sold hereunder, (B) any shares of Common Stock issued upon the exercise of any Founder Shares option or warrant, or the vesting of restricted stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director stock-based compensation plans of the Company and provides its subsidiaries as referred to in the Company Registration Statement, the Pricing Disclosure Package and the Prospectus, (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “Plan”) during the Restricted Period provided that such Plan does not provide for the transfer of shares of Common Stock during the Restricted Period and the establishment of such Plan does not require or otherwise result in any public filing or other public announcement of such plan during the Restricted Period, (E) shares of Common Stock to be issued to one or more counterparties in connection with notice a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets of not less than a majority or controlling portion of the impending release or waiver at least three business days before equity of another entity; provided, that (x) the effective date aggregate number of shares of Common Stock issued under this subsection (E) shall not exceed 7.5% of the release or waivernumber of shares of Common Stock outstanding as of the date hereof (prior to giving effect to this offering); and (y) prior to such issuance, each recipient of such shares under this subsection (E) shall execute and deliver to the Company agrees to announce the impending release or waiver by Representative a press release “lock-up” agreement substantially in the form of Exhibit A hereto through hereto, and (F) the filing of any registration statement on Form S-8 or a major news service at least two business days before successor form thereto relating to the effective date shares of Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the release or waiver. The Company agrees not and its subsidiaries referred to amend the Insider Letter without the written consent of the Representativein clause (C).

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and the Initial Stockholder Loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and Initial Stockholder Loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter Letters with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the applicable Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, publicly announce the intention to sell, 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, or submit to, or file with, with the Commission a registration statement (other than any registration on Form S-8 or on Form S-3 in connection with a filing required pursuant to the limited partnership agreement of the Operating Partnership, with respect to Common Stock that may be issued upon exchange of common units of limited partnership interest in the Operating Partnership outstanding on the date hereof) under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable exercisable, redeemable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that Underwriter. The foregoing sentence shall not apply to (A) the Company may (a) issue and sell the Placement WarrantsShares to be sold hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding on the date hereof and referred to in the Prospectus, including common units of limited partnership interest in the Operating Partnership, (C) any such Placement Warrants shares of Common Stock, shares of restricted stock, restricted stock units, deferred stock units or warrants other equity-based awards issued, or options to purchase Common Stock granted or issued upon conversion pursuant to existing benefit or equity plans of the working capital loans and upon conversion of Company referred to in the Founder Shares)Prospectus, and (dD) issue any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock in connection with a Business Combinationacquisitions of real property or real property companies; provided that the foregoing restrictions shall not apply to aggregate number of shares of Common Stock and securities convertible into or exchangeable or exercisable for shares of Common Stock issued during the forfeiture of any Founder Shares Restricted Period pursuant to their terms or any transfer of Founder Shares to a current or future independent director this clause (D) does not exceed 5% of the Company (total number of shares of Common Stock outstanding on a fully diluted basis as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativethis Agreement.

Clear Market. For a period of 180 90 days after the date of the Prospectusinitial public offering of the Securities, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or preferred stock of the Company or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Stock or Public Warrants, or publicly disclose the intention to undertake any preferred stock of the foregoing, Company or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares the Common Stock or preferred stock of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or preferred stock of the Company or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that other than the Company may (a) issue and sell Securities to be sold hereunder; the Placement Warrants, (b) issue and sell the Option Units on exercise Underlying Securities; any shares of the option provided for in Section 2(b) hereof, (c) register with the Commission Common Stock or other securities issued pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and existing employee benefit plans or any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants options granted under existing employee stock option plans or warrants issued upon conversion of its Series E Preferred Stock, the working capital loans Series F Preferred Stock, its Series G Preferred Stock or its Series H Preferred Stock, issuances of Series F Preferred Stock, Series G Preferred Stock and upon conversion Series H Preferred Stock as payments of dividends in accordance with the respective terms of the Founder Shares)Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock and issuances of Common Stock as payment of dividends on its Series E Preferred Stock or the Securities; provided, however, that this clause (dh) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply prohibit the Company from (i) consummating an exchange of its Series E Preferred Stock for a new series of preferred stock with an aggregate liquidation preference equal to the forfeiture of any Founder Shares Series E Preferred Stock, (ii) filing a registration statement on Form S-8 under the Securities Act, with respect to securities to be offered pursuant to their terms the Company's employee benefit plans existing as of the date hereof or any transfer on Form S-3 for the resale of Founder Shares shares of Common Stock issued as dividends in compliance with this paragraph or (iii) consummating the Redemption. The Company may permit sales of up to a current 360,000 shares of Common Stock or future independent director preferred stock of the Company (as long as such current or future independent director is covered by the individuals listed in Schedule 2, subject to the terms restriction that no more than a total of the Insider Letter with respect to such Founder Shares at the time 200,000 shares of such transfer; and as long as, to the extent Common Stock or preferred stock may be sold by any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeone individual listed on Schedule 2.

Clear Market. For a During the period of 180 days after beginning on the date of on which an Agency Transaction Notice is delivered and ending on the ProspectusSettlement Date with respect to such Sales, the Company will not (i) offershall provide the Designated Agent notice as promptly as practicable, but in no event less than one day in advance, before it offers to sell, sell, pledge, sellhypothecate, contract or agree to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchaseoption for the purchase of, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for Common Stock or warrants or other rights to acquire shares of Common Stock or any Public Units, other securities of the Company that are substantially similar to the Common Stock or permit the registration under the Act of any shares of the Common Stock; provided, Founder Shares or Public Warrants, or publicly disclose that such notice shall not be required in connection with the intention to undertake following transactions (including any related registration under the Act of shares of Common Stock) (i) the offering and sale of the foregoingShares through the Agents pursuant to this Agreement, or (ii) enter into any swap the issuance of shares of Common Stock upon the exercise of an option or other arrangement that transferswarrant or the conversion of a security outstanding on the date hereof and referred to in the Prospectus, in whole (iii) the issuance, grant or in part, any sale of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesoptions to purchase Common Stock, whether any such transaction described in clause (i) or (ii) above is stock units to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of purchase Common Stock issued or Common Stock issuable upon the exercise of any such Placement Warrants options, stock units or warrants issued upon conversion other equity awards granted pursuant to existing employee benefit or stock incentive plans of the working capital loans and upon conversion Company, (iv) the issuance of shares of Common Stock pursuant to any non-employee director stock plan, dividend reinvestment plan or stock purchase plan of the Founder Shares)Company, and (dv) issue the issuance of securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms previously announced stock dividend or any transfer of Founder Shares to a current or future independent director of distribution by the Company on any class of its capital stock or (as long as such current vi) the issuance of securities in connection with an acquisition, merger or future independent director is subject to the terms sale or purchase of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth assets described in the Insider Letter for Prospectus. For the avoidance of doubt, an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by announcement issued on a press release substantially in or that is filed or furnished on EXXXX shall constitute an announcement under section (v) above. If notice of a proposed transaction is provided by the form of Exhibit A hereto through a major news service at least two business days before Company pursuant to this subsection (o), the effective date Agents may suspend activity of the release transactions contemplated by this Agreement for such period of time as may be requested by the Company or waiver. The Company agrees not to amend as may be reasonably deemed appropriate by the Insider Letter without the written consent of the RepresentativeAgents.

Clear Market. For a period of 180 90 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company Parties will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants TPG Operating Group Units or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Stock or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, TPG Operating Group Units or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsX.X. Xxxxxx Securities LLC other than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the issuance of shares of Common Stock, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided or securities convertible into or exercisable or exchangeable for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon Stock, pursuant to the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)Exchange Agreement, and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions recipients of such Common Stock or other securities pursuant to this clause (i) shall not apply deliver a “lock-up” agreement to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release Underwriters substantially in the form of Exhibit A hereto through with respect to such Common Stock or other securities (or, if the recipient shall have previously delivered such a major news service at least two business days before “lock-up” agreement, such Common Stock or other securities will be made subject to the effective terms of such lock-up); (ii) the issuance of shares of Common Stock or securities convertible into or exercisable for shares of Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of restricted stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the release Prospectus; (iii) grants of stock options, stock awards, restricted stock, restricted stock units, or waiver. The Company agrees not other equity awards and the issuance of shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to amend the Insider Letter without Company’s employees, officers, directors, advisors, or consultants pursuant to the written consent terms of an equity compensation plan in effect as of the RepresentativeClosing Date and described in the Prospectus; (iv) the filing of any registration statement on Form S-8 or a successor form thereto relating to securities granted or to be granted pursuant to any plan in effect on the date of this Agreement and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction, (iv) the sale or issuance or entry into an agreement to sell or issue shares of Common Stock or securities convertible into, or exercisable for Common Stock in connection with the acquisition by the Company or any of its subsidiaries of one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Common Stock issued during the Lock-Up Period in such acquisitions and transactions does not exceed 10% of the fully diluted Common Stock of the Company following the completion of this offering, provided, further, that the recipients of such shares of Common Stock agree to be bound in writing by an agreement of the same duration and terms described in this paragraph or (v) the issuance of Class B Common Stock and of TPG Operating Group Units to the extent required pursuant to the anti-dilution provisions of TPG Operating Group Limited Partnership Agreements.

Clear Market. For a period of 180 days after During the date of the ProspectusRestricted Period, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including, Common Stockwithout limitation, Founder Shares or Public Warrants, or publicly disclose Stock that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the intention to undertake any rules and regulations of the foregoing, Commission and securities that may be issued upon exercise of a stock option or warrant) or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of RBC Capital Markets, LLC, exceptthe Representatives, in each case, that case other than (A) the Company may (a) issue and sell the Placement WarrantsShares to be sold by such Selling Stockholder hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant transactions relating to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon other securities acquired in open market transactions after the exercise Closing Date; provided that no filing by any party (transferor or transferee) under the Securities Exchange Act of any such Placement Warrants or warrants issued upon conversion of 1934, as amended (the working capital loans and upon conversion of the Founder Shares"Exchange Act"), and (d) issue securities shall be required or shall be voluntarily made in connection with subsequent sales of shares of Stock or other securities acquired in such open market transactions, (C) transfers of which the Underwriters have been advised in writing of shares of Stock or any security convertible into Stock as a Business Combinationbona fide gift or for no consideration; provided that each transferee during the foregoing restrictions Restricted Period shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to sign and deliver a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release lock-up letter substantially in the form of Exhibit A hereto through hereto, (D) transfers by will or intestate of which the Underwriters have been advised in writing; provided that each transferee during the Restricted Period shall sign and deliver a major news service at least two business days before lock-up letter substantially in the effective date form of Exhibit A hereto, (E) transfers to any trust, partnership or limited liability company for the direct or indirect benefit of such Selling Stockholder or the immediate family (any relationship by blood, marriage or adoption, not more remote than first cousin) of such Selling Stockholder for estate planning purposes; provided that (1) the trustee of the trust, the partnership or the limited liability company, as the case may be, during the Restricted Period shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (2) no such transfer shall involve a disposition for value and (3) no filing by any party (transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer, and (F) transfers by any corporation, partnership, limited liability company or other entity to an affiliate; provided such affiliate shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto. If (a) during the last 17 days of such 180-day period the Company issues an earnings release or waiver. The material news or a material event relating to the Company agrees not occurs or (b) prior to amend the Insider Letter without expiration of such 180-day period the written consent Company announces that it will release earnings results during the 16-day period beginning on the last day of such 180-day period, then the foregoing restrictions shall continue to apply until the expiration of the Representative18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (iand will not announce the intention to) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any Ordinary Shares of the Company, or any options or warrants to purchase any option or contract to sellOrdinary Shares of the Company, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or into, exchangeable for any Public Units, Common Stock, Founder or that represent the right to receive Ordinary Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesCompany, whether any such transaction described in clause now owned or hereinafter acquired, owned directly by the Company (iincluding holding as a custodian) or (ii) above is with respect to be settled by delivery of Public Units or such other securities, in cash or otherwisewhich the Company has beneficial ownership, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that the Company may other than: (a) issue the Notes to be sold hereunder and sell the Placement Warrants, Underlying Shares of the Company to be delivered upon conversion or exchange thereof; (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, Shares; (c) register with the Commission Ordinary Shares to be offered and sold pursuant to any existing employee benefit plans, employee share offering or employee stock option plan (including any amendment or renewal thereof) of the Company and its subsidiaries; (d) any Ordinary Shares to be delivered as executive or employee compensation, including pursuant to any stock option plan of the Company or bonuses paid in shares, or to fund any pension plan of the Company or its subsidiaries; (e) any new or existing shares of the Company to be delivered pursuant to the Registration Rights Agreement, Company’s STI or LTIP (each as defined in accordance with the terms documents incorporated by reference into the Time of Sale Information and the Prospectus); (f) any new or existing shares of the Registration Rights Agreement, the resale Company issued as dividends in kind; (g) any shares or other equity securities of the Founder Shares, the Placement Warrants and warrants that may be Company issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combinationhostile public offering; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current (h) shares or future independent director other equity securities of the Company issued as consideration for mergers or acquisitions or any other contribution in kind, provided that (as long as in the case of clause (h) only) any recipient of such current or future independent director is subject securities irrevocably agrees to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, obligations set out in this paragraph for its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeremaining duration.

Clear Market. For a period of 180 90 days after the date of the ProspectusOffering Memorandum, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a any registration statement under the Securities Act relating with respect to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Initial Purchaser, LLC, except, in each case, that other than: (A) the Company may (a) issue offer and sell the Placement Warrants, (b) issue and sell the Option Units on exercise sale of the option provided for in Section 2(b) hereof, (c) register with Shares as contemplated hereunder and the Commission registration of the Shares pursuant to the Registration Rights Agreement, (B) any shares of Common Stock issued upon the exercise of options granted under the Company Stock Plans and/or any shares of Common Stock issued upon final vesting of restricted stock units granted under the Company Stock Plans, (C) any shares of Common Stock or restricted stock units issued under the Company Stock Plans, as described in accordance the Disclosure Package and the Offering Memorandum, to the Company’s officers and independent directors, the Manager and personnel of the Manager, (D) issuance or other transfers of shares of Common Stock by the Company to the Manager (in whose hands such shares of Common Stock will be locked-up pursuant to Section 6(b) below) in connection with the terms payment of any tax withholding obligations incurred by the Company’s officers and personnel of the Registration Rights AgreementManager in relation to the vesting of restricted shares of Common Stock issued pursuant to the Company Stock Plans, (E) the resale filing of a registration statement in respect of a dividend reinvestment plan of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (Company and any shares of Common Stock issued pursuant thereto (F) the filing of one or issuable upon more pre-effective amendment to the exercise Company’s registration statement of any such Placement Warrants or warrants issued upon conversion Form S-3 (File No. 333-174108) and (G) transfers of Common Stock required by Section 7.2.1 of the working capital loans and upon conversion charter of the Founder Shares)Company. Notwithstanding the foregoing, and if (d1) issue securities in connection with a Business Combination; provided that during the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director last 17 days of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period Lilium will not, without the prior written consent of 180 days after the date of the ProspectusCitigroup Global Markets Inc., the Company will not (i) X. Xxxxx Securities, Inc. and Xxxxx Xxxxxxx & Co., offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendpledge, or otherwise transfer dispose of (or dispose ofenter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by Lilium or any of the Subsidiaries) directly or indirectly, including the filing (or submit to, or file with, participation in the Commission filing) of a registration statement under with the Securities Act relating toCommission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any Public Unitsother Class A Ordinary Shares or any securities convertible into, shares or exercisable, or exchangeable for, any capital stock of Common StockLilium, Founder including, without limitation, Class A Ordinary Shares; or publicly announce an intention to effect any such transaction, for a period of thirty (30) days after the date of this Agreement, provided, however, that Lilium may (i) grant, issue and settle options, restricted stock awards, stock units or any other type of equity award, including Class A Ordinary Shares, Public Warrants pursuant to any employee stock option plan, stock ownership plan, incentive awards plan or dividend reinvestment plan of Lilium in effect as of the date of this Agreement and file any registration statement on Form S-8 if necessary or required in connection with such plans, (ii) issue Class A Ordinary Shares upon the conversion of securities or the exercise of warrants outstanding as of the date of this Agreement, (iii) effect any conversion of any class of Lilium’s capital stock, issuance, or other action required under or needed to effectuate any director’s or officer’s 10b5-1 plan, but only to the extent such plan was in effect prior to the date hereof and disclosed to Citigroup Global Markets Inc. and Xxxxx Xxxxxxx & Co., (iv) file any registration statement on Form F-3 and prospectus or prospectus supplement related to the resale of securities as may be required pursuant to private placement agreements executed on or prior to the date hereof, and cause such registration to become effective, or (v) sell, issue or enter into an agreement to sell or issue, Class A Ordinary Shares or securities convertible into or exercisable or exchangeable for any Public UnitsClass A Ordinary Shares to a supplier, Common Stock, Founder Shares or Public Warrantsvendor, or publicly disclose other business partner of Lilium pursuant to procurement or similar arrangements or in exchange for the intention to undertake cancellation or extinguishment of any obligation or liability of Lilium or any of the foregoingits Subsidiaries (current or future) with such supplier, vendor, or (ii) enter into other business partner, or pursuant to any swap agreement with such supplier, vendor or other arrangement that transfersbusiness partner in effect on the date hereof, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsor file any registration statement on Form F-3, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant prospectus or prospectus supplement related to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that securities as may be issued upon conversion of working capital loans (required under securities purchase agreements with such supplier, vendor, or other business partner and any shares of Common Stock issued or issuable upon the exercise of any cause such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply registration statement to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativebecome effective.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter Letters for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Xxxxx Fargo Securities, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) issue and sell the Forward Purchase Shares, the Forward Purchase Warrants and any Ordinary Shares issuable upon exercise thereof, (d) register with the Commission pursuant to the Registration and Shareholders Rights Agreement and the Forward Purchase Agreement, in accordance with the terms of the Registration and Shareholders Rights Agreement and the Forward Purchase Agreement, the resale of the Founder Shares (and any Ordinary Shares issuable upon conversion of the Founder Shares), Private Placement Warrants, the Forward Purchase Shares, the Placement Forward Purchase Warrants (and any Ordinary Shares issuable upon the exercise of the Forward Purchase Warrants) and any warrants that may be issued upon conversion of working capital loans, the Cowen Loan, any extension loans (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or Warrants, and warrants issued upon conversion of the working capital loans loans, the Cowen Loan and upon conversion of the Founder Sharesany extension loans), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (iand not to announce the intention to) offer, pledge, sell, contract to sell, sell pledge, grant any option or contract to purchase, make any short sale or otherwise dispose of any Common Stock of the Company, or any options or warrants to purchase any option or contract to sellCommon Stock of the Company, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or into, exchangeable for any Public Units, or that represent the right to receive Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any Stock of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesCompany, whether any such transaction described in clause now owned or hereinafter acquired, owned directly by the Company (iincluding holding as a custodian) or (ii) above is with respect to be settled by delivery of Public Units or such other securities, in cash or otherwisewhich the Company has beneficial ownership, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that the Company may other than: (a) issue the Securities to be sold hereunder and sell the Placement Warrants, new or existing shares of the Company to be delivered upon conversion or exchange thereof; (b) issue the Common Stock to be offered and sell sold in the Option Units on exercise of the option provided for in Section 2(b) hereof, concurrent offering; (c) register with the Commission Common Stock to be offered and sold pursuant to any existing employee benefit plans, employee share offering or employee stock option plan (including any amendment or renewal thereof) of the Company and its subsidiaries; (d) the Common Stock to be delivered to Ispat in respect of its claim for re-delivery of shares under the Share Lending Agreement; (e) the Common Stock to be delivered under the Company’s XXXXXX 2014 issued on April 1, 2009; (f) any new or existing shares of the Company to be delivered as executive or employee compensation, including pursuant to any stock option plan of the Company or bonuses paid in shares, or to fund any pension plan of the Company or its subsidiaries; (g) any new or existing shares of the Company to be delivered pursuant to the Registration Rights Agreement, in accordance with the terms Company’s Employee Share Purchase Programme; (h) any new or existing shares of the Registration Rights Agreement, the resale Company issued as dividends in kind; (i) any shares or other equity securities of the Founder Shares, the Placement Warrants and warrants that may be Company issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combinationhostile public offering; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current (j) shares or future independent director other equity securities of the Company issued as consideration for mergers or acquisitions or any other contribution in kind, provided that (as long as in the case of clause (j) only) any recipient of such current or future independent director is subject securities irrevocably agrees to the terms obligations set out in this paragraph for its remaining duration. Notwithstanding the foregoing, if (1) during the last 17 days of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver announces material news or a material event or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, the restrictions imposed by a press release substantially in this provision shall continue to apply until the form expiration of Exhibit A hereto through a major news service at least two business days before the effective 18-day period beginning on the date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeearnings results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension.

Clear Market. For a period of 180 commencing on the date hereof and ending 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Ordinary Shares or Public WarrantsADSs, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder the Ordinary Shares or Public Warrants ADSs or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Ordinary Shares or ADSs or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLCother than (A) the ADSs to be sold hereunder, except, in each case, that (B) any Ordinary Shares or ADSs of the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of options granted under Company Stock Plans, (C) any options and other awards granted under the Company Stock Plans, (D) the issuance by the Company of securities convertible into or exercisable or exchangeable for Ordinary Shares in connection with the hiring of new employees provided that such Placement Warrants securities cannot be so converted, exercised or warrants exchange within the 90-day restricted period, (E) any Ordinary Shares issued pursuant to the conversion or exchange of convertible or exchangeable securities, including preferred shares and warrants, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (F) the filing of any registration statement on Form S-8 relating to any benefit plans or arrangements disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus and the issuance of securities registered pursuant thereto, or (G) any Ordinary Shares or securities exercisable for, convertible into or exchangeable for Ordinary Shares in connection with any acquisition, collaboration, licensing or other joint venture or strategic transaction or any debt financing transaction involving the Company; provided that, in the case of clauses (B), (C), (E) and (G), (x) such issuances shall not in the aggregate be greater than 10% of the total outstanding Ordinary Shares of the Company immediately following the completion of this offering of ADSs which, for the avoidance of doubt, includes the Ordinary Shares issuable upon the conversion of the working capital loans and upon conversion of the Founder Shares)preferred shares in connection with this offering, and (dy) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time recipients of such transfer; and as long as, shares agree to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver be bound by a press release substantially lockup letter in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeexecuted by directors and officers.

Clear Market. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representative, LLC, except, in each case, that the Company may other than (a) issue and sell the Placement Warrants, Securities to be sold hereunder; (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock of the Company issued or issuable upon the exercise of options granted under existing Company Stock Plans; (c) any such Placement Warrants or warrants issued shares of Common Stock of the Company issuable upon conversion of the working capital loans Securities; (d) the warrants (the “Warrants”) to be issued pursuant to the Warrant Confirmations and upon conversion any Additional Warrant Confirmation, and delivery of shares of Common Stock of the Founder Shares)Company upon settlement or termination of the Warrant Confirmations or any Additional Warrant Confirmation; (e) any options and other awards granted under Company Stock Plans in effect on the date hereof or the grant of Common Stock under an employee stock purchase plan in effect on the date hereof; (f) Common Stock or other securities issued or issuable in connection with any strategic transaction involving a commercial relationship; and (g) Common Stock or other securities issued or issuable in connection with any strategic transaction involving any acquisition of assets or equity of another entity, whether by merger, purchase or otherwise; provided that (x) the amount of shares to be received by any such third party pursuant to clause (f) and clause (g) is less than 10% of the outstanding shares of Common Stock of the Company, and (dy) issue any such shares of Common Stock and securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares issued pursuant to their terms or any transfer of Founder Shares to a current or future independent director of clauses (f) and (g) during the Company (as long as such current or future independent director is 60-day restricted period described above shall be subject to the terms of restrictions described above for the Insider Letter with respect to such Founder Shares at the time remainder of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativerestricted period.

Clear Market. For a Without the prior written consent of Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and X.X. Xxxxxx Securities Inc., the Company will not, during the period of 180 ending 30 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or Public Warrants securities convertible into, or exchangeable for, any such other securitiesshares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to (A) the forfeiture sale of the Securities under this Agreement or the issuance of the Underlying Securities, (B) the sale of shares of Common Stock pursuant to the 1999 Dividend Reinvestment and Share Purchase Plan, (C) shares of Common Stock to be issued pursuant to the ProLogis 1997 Long Term Incentive Plan, the ProLogis 2006 Long Term Incentive Plan, the ProLogis Employee Share Purchase Plan, the ProLogis Share Option Plan for Outside Trustees, the ProLogis 2000 Share Option Plan for Outside Trustees or to pay the annual retainer to ProLogis outside trustees, (D) shares of Common Stock to be issued in connection with the conversion or redemption of units of limited partnership interest (outstanding on the date hereof) of limited partnerships in which the Company or is directly or indirectly a general partner or the issuance of units of limited partnership interests in any such partnership that may be converted into, or redeemed for, shares of Common Stock, (E) the filing of any Founder Shares registration statement in respect of shares of Common Stock pursuant to their terms or any transfer of Founder Shares to a current or future independent director of registration rights agreement by which the Company is bound on the date hereof, (as long as such current F) the conversion of securities or future independent director is subject to the terms exercise of warrants outstanding on the Insider Letter date hereof, or (G) any announcement by the Company of, or the entering by the Company into agreements or the Company’s filing of a prospectus supplement with respect to such Founder Shares at the time of such transfer; and as long asCommission relating to, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transferadoption of, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth increase in the Insider Letter for number of shares of Common Stock subject to, an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative“at-the-market” equity issuance program.

Clear Market. For a period of 180 days after the date of the Prospectus, Prospectus the Company will not (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or submit toADSs, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Ordinary Shares or Public WarrantsADSs, (ii) file, or publicly disclose announce the intention to undertake file, any of the foregoingregistration statement with respect to any Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or (iiiii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder the Ordinary Shares or Public Warrants or any such other securitiesADSs, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Public Units Ordinary Shares or ADSs or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that other than (x) the Company may ADSs to be sold hereunder and the Shares represented thereby and (ay) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be any Class B Ordinary Shares issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of options that were granted under the Company Stock Plans and outstanding on the date hereof or any such Placement Warrants options to purchase, or warrants issued upon conversion of share appreciation rights, restricted shares, restricted share units, performance units or performance shares with respect to, Class A Ordinary Shares granted under the working capital loans and upon conversion of Company Stock Plans existing on the Founder Shares)date hereof, and (d) issue securities in connection with a Business Combination; provided that any Ordinary Shares issued by the foregoing restrictions shall not apply to the forfeiture Company upon exercise of any Founder Shares pursuant to their terms such options or any transfer of Founder Class A Ordinary Shares to a current or future independent director of issued by the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder share appreciation rights, restricted shares, restricted share units, performance units or performance shares (provided that in the case of any recipient of Class A Ordinary Shares at the time of such transfer; and as long asor Class B Ordinary Shares pursuant to clause (y), each recipient shall agree in writing to be bound by terms similar to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in Section 6(a) for the Insider Letter for an officer or director period of time then remaining under such restrictions). Notwithstanding the foregoing, if (1) during the last 17 days of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by announces material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent announcement of the Representativematerial news or the occurrence of the material event. Such restricted period, including any automatic extension thereof as contemplated in this Section 5(h), is referred to hereinafter as the “Lock-Up Period”.