Common use of Lock-up; Transfer Restrictions Clause in Contracts

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Shares until thirty (as defined below30) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)initial Business Combination. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Forward Purchase Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (iany such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates Affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor Purchaser, or any affiliates of the Sponsor; Purchaser, (iiB) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, person or to a charitable organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; (vE) by private sales or transfers made in connection with the consummation of a the initial Business Combination at prices no greater than the price at which the Class B Forward Purchase Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (viiF) in the event of the Company’s liquidation prior to the completion of a the Company’s initial Business Combination Combination; or (viiiG) in the event of the Company’s completion of a liquidation, merger, amalgamation, share capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their shares of Class A ordinary shares Common Stock for cash, securities or other property subsequent to the completion of a the initial Business Combination; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s Affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its Affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (vi), E) and (H) through (L) these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”amended, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesForward Purchase Shares, whether any such transaction is to be settled by delivery of such SecuritiesForward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned acquired by it under this Agreement and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or family, an affiliate of such person, person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, documents upon liquidation or dissolution of the Purchaser Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these vi)these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their termsterms or the ability to convert any Class B Shares into Class A Shares in accordance with the terms of this Agreement and the Charter.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (ixxxi) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (iixxxii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iiixxxiii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivxxxiv) in the case of an individual, pursuant to a qualified domestic relations order; (vxxxv) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vixxxvi) in the event of the Company’s liquidation prior to the completion of a Business Combination; xxxvii) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination Purchaser; or (viiixxxviii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (viv) and (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.any

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase Units (as defined below) any or the underlying Class B A Shares owned by it and Warrants, including the Class A Shares into which issued or issuable upon the exercise of any such Class B Shares are convertible, warrants) until the earlier later of (Athe conclusion of the lock up period required by FINRA Rule 5110(g)(1) one year or 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a initial Business Combination, the closing price except that Transfers of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for Forward Purchase Securities are permitted to any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a)Permitted Transferee. Notwithstanding the first sentence hereinaboveof this Section 5(a), Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”) within the 180-day period following the effective date of the Registration Statement in compliance with FINRA Rule 5110(g)(2) and thereafter to (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor Purchaser, or any affiliates of the SponsorPurchaser; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (viiF) in the event of the Company’s liquidation prior to the completion of a Business Combination Combination; or (viiiG) in the event of the Company’s completion of a liquidation, merger, amalgamation, share capital stock exchange, reorganization or other similar transaction which results in all of the Company’s shareholders stockholders having the right to exchange their Class A ordinary shares Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to limited partners, members or stockholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares Forward Purchase Securities owned by it and the Class A Shares into which such Class B Shares are convertibleit, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities shall be released from the lockup lock-up referred to in this Section 6(a4(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates or direct or indirect shareholders of SC Health Holdings Limited (the “Sponsor”); (ii) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family or family, an affiliate of such person, person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Forward Purchase Securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser Sponsor; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination Combination; or (viii) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Shares for cash, securities or other property subsequent to the completion of a Business Combinationproperty; provided, however, that in the case of clauses (i) through (vi), ) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a4(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, Forward Purchase Securities until the earlier of (A) one year 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)initial Partnering Transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the Sponsor; Purchaser, or any employees of any such affiliates; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the Class B Shares securities were originally purchased; purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (viiF) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or Partnering Transaction; (viiiG) in the event of the Company’s completion of a liquidation, merger, amalgamation, share capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property subsequent to the completion of a Business Combination; Partnering Transaction; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of a Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; or (ix) to the Purchaser’s controlled affiliates; provided, however, that in the case of clauses (i) through (viv) and (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue in the event of the laws Company’s liquidation, bankruptcy or dissolution prior to the completion of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser a Business Combination; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements; provided, that for so long as the restrictions on Transfer set forth in the first sentence of Section 7(b) of this Agreement remain in effect, no such pledges shall be effected by the Sponsor or Oxxx X. Xxxxx (including any controlled affiliates of Oxxx X. Xxxxx) without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertible, convertible until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationcapitalizations, reorganizations, recapitalizations and the like) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least one hundred and fifty (150) 150 days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (ii) in the case of an individual, by gift or transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.the

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned acquired by it under this Agreement and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.,

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a5(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or family, an affiliate of such person, person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, documents upon liquidation or dissolution of the Purchaser Purchaser; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination Combination; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi), ) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a5(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms. For the further avoidance of doubt, “Transfer” does not include any transfer of such Class B Shares (and the Class A Shares into which the Class B Shares are convertible) among any of the investment funds or managed accounts managed by the Purchaser.

Lock-up; Transfer Restrictions. The Each Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares Forward Purchase Securities owned by it and the Class A Shares into which such Class B Shares are convertibleit, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities shall be released from the lockup lock-up referred to in this Section 6(a4(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates or direct or indirect shareholders of the Sponsorsuch Purchaser; (ii) in the case of an individual, by as a gift to a member of the individualsuch person’s immediate family, family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family or family, an affiliate of such person, person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares Forward Purchase Securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser such Purchaser; (vii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to the completion of a Business Combination Combination; or (viii) in the event that, subsequent to the consummation of a Business Combination, the Company’s completion of Company completes a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Shares for cash, securities or other property subsequent to the completion of a Business Combinationproperty; provided, however, that in the case of clauses (i) through (vi), ) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a4(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser Each of the BSOF Entities agrees that that, without the prior written consent of the Company or the Sponsor, it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such the Class B Shares are convertibleconvertible (or, following a Business Combination, any shares of common stock or other equity security into which the Class A Shares are convertible or reclassified) (the “Lock-up Shares”), until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Lock-up Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s BSOF Entities’ officers or directors, any affiliates or family members of any of the Company’s BSOF Entities’ officers or directors, any members of the Sponsor BSOF Entities or their affiliates, or any affiliates of the SponsorBSOF Entities; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue in the event of the laws Company’s liquidation, bankruptcy or dissolution prior to the completion of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser a Business Combination; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the BSOF Entities; (x) to affiliates of the BSOF Entities, to any investment fund or other entity controlled, managed or advised by Blackstone Alternative Solutions L.L.C. or its affiliates, or to any investment manager or investment advisor of the BSOF Entities or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Lock-up Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesLock-up Shares, whether any such transaction is to be settled by delivery of such SecuritiesLock-up Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser Purchasers agrees that it they shall not Transfer transfer any Forward Purchase Shares until at least six (as defined below6) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year months after the Business Combination Closing Combination, or substantially the same lock up period as mutually agreed upon between the Company and other pipe investors, and until the registration of the Forward Purchase Shares with the Securities and Exchange Commission (B) “SEC”), or pursuant to an exemption from the date following Securities Act of 1933, as amended, provided that if a PIPE transaction is entered into in connection with the Business Combination Closing on which Combination, the Company completes a liquidation, merger, share exchange or other similar transaction that results transfer restrictions shall be equivalent to those provided for in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)PIPE transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Forward Purchase Shares are convertible) are permitted (any such transferees, the “Permitted Transferees”): (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor members, managers or any affiliates of the SponsorPurchasers, or any employees or advisors of the Company, the Purchasers or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi)each case, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesForward Purchase Shares, whether any such transaction is to be settled by delivery of such SecuritiesForward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates or direct or indirect shareholders of the Sponsor; (ii) in the case of an individual, by gift or a transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family family, or an affiliate of such person, or in the case of any other Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue in the event of the laws Company’s liquidation, bankruptcy or dissolution prior to the completion of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser a Business Combination; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or shareholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an award and/or order of a tribunal, court or regulatory agency; provided, however, that in the case of clauses (i) through (viv) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares and/or Class C Shares into which such the Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share capitalizationdividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares and/or Class C Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a)referenced herein. Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares and/or Class C Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor; (ii) in the case of an individual, by a bona fide gift or transfer to a member member(s) of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family or family, an affiliate of such person, or in the case of any Person, by gift or transfer to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue in the event of the laws Company’s liquidation, bankruptcy or dissolution prior to the completion of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser a Business Combination; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares of the Company for cash, securities or other property subsequent to the completion of a Business Combination; (viii) as a bona fide gift or gifts; (ix) as a distribution to limited partners, members or stockholders of the Purchaser; (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor, (xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (x) above, and (xii) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (i) through (vi) and clauses (viii) through (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements; provided, that for so long as the restrictions on Transfer set forth in the first sentence of Section 7(b) of this Agreement remain in effect, no such pledges shall be effected by the Sponsor or Xxxx X. Xxxxx (including any controlled affiliates of Xxxx X. Xxxxx) without the prior written consent of Forward Contract Parties that have committed to purchase more than 50% of the Total Forward Purchase Shares), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, Forward Purchase Securities until the earlier of (A) one year 30 days after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all completion of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)initial Partnering Transaction. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) Forward Purchase Securities are permitted (iany such transferees, the “Permitted Transferees”): (A) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any of the operating partners of the Company, any affiliates or family members of the operating partners of the Company, any members or partners of Corsair Partnering Sponsor LP (the “Sponsor”), or their affiliates, any affiliates of sponsor, any members of the Purchaser, any affiliates of the SponsorPurchaser, or any employees of any such affiliates; (iiB) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iiiC) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (ivD) in the case of an individual, pursuant to a qualified domestic relations order; (vE) by private sales or transfers made in connection with the consummation of a Business Combination Partnering Transaction at prices no greater than the price at which the Class B Shares securities were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (viiF) in the event of the Company’s liquidation prior to the completion of a Business Combination Partnering Transaction; or (viiiG) in the event of the Company’s completion of a liquidation, merger, amalgamation, share capital exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property subsequent to the completion of a Business CombinationPartnering Transaction; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (iA) through (viE) and (H) through (L), these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Securities (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Securities, whether any such transaction is to be settled by delivery of such Forward Purchase Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.

Lock-up; Transfer Restrictions. The Purchaser agrees that until the earlier of the Maturity Date and the date all Prepaid Forward Shares and $4,982,762 in gross proceeds of Purchased Shares and Non-Redemption Shares have been sold in accordance with the provisions of this Agreement, it shall not Transfer (any Prepaid Forward Shares, Purchased Shares or Non-Redemption Shares except as defined below) any Class B Shares owned by it and the Class A Shares into which such Class B Shares are convertible, until the earlier of (A) one year after the Business Combination Closing and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their ordinary shares of the Company for cash, securities or other property (the “Lock-up Period”)compliance with this Agreement. Notwithstanding the foregoing, ifafter gross proceeds of $4,982,762 from the sale of Purchased Shares and Non-Redemption Shares are received by Purchaser, subsequent to a Business Combinationtransfers of any remaining Purchased Shares and Non-Redemption Shares are permitted (any such transferees, the closing price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalization, reorganizations, recapitalizations and the like“Permitted Transferees”) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the lockup referred to in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Class B Shares (and the Class A Shares into which the Class B Shares are convertible) are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor members, managers or any affiliates of the SponsorPurchaser, or any employees or advisors of the Company, the Purchaser or such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Class B Shares were originally purchased; (vi) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents, as amended from time to time, upon dissolution of the Purchaser ; (vii) in the event of the Company’s liquidation prior to the completion of a Business Combination ; or (viii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi)each case, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the SecuritiesForward Purchase Shares, whether any such transaction is to be settled by delivery of such SecuritiesForward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the avoidance of doubt, this Section 6(a) shall not restrict the ability to exercise any Forward Purchase Warrants in accordance with their terms.