Common use of Lock-Up Clause in Contracts

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During In connection with any underwritten offering of the period commencing on Company’s securities, each Investor and Permitted Holder of Registrable Securities agrees that upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, that it will (a) not offer, sell, contract to sell, loan, grant any option to purchase, make any short sale or otherwise dispose of, hedge or transfer any of the economic interest in (or offer, agree or commit to do any of the foregoing) any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, whether now owned or hereinafter acquired, owned directly (including holding as a custodian) or with respect to which such Person has beneficial ownership within the date hereof rules and ending on and including regulations of the 180th day following Commission (other than those included by such Person in the date of this Agreementoffering in question, (the “Lock-Up Period”if any) to not, without the prior written consent of the Representatives Company or such underwriters, as the case may be, for up to fourteen (which consent may be withheld at 14) days prior to, and during the sole discretion ninety (90) day period following, the effective date of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect offor such underwritten offering, any Units, Common Stock, options, rights or warrants to acquire shares and (b) enter into and be bound by such form of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement agreement with respect to the Public Units) foregoing as the Company or publicly announce any intention to do any such managing underwriter may reasonably request; provided that each executive officer and director of the foregoingCompany also agrees to substantially similar restrictions. The Company will cause each restrictions set forth in this Section 4.7 shall terminate, with respect to an Investor and its Permitted Holders, when such Investor and its Permitted Holders own less than 7.5% of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of outstanding Common Stock, options, rights or warrants after giving effect to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common such Investor’s and its Permitted Holders’ Preferred Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Series C Preferred Stock and Class B Common Stock on an as converted basis using the Base Price on the date of the request of the Company or the underwriters mentioned above of in calculating the amount of outstanding Common Stock; provided that, unless the SPA is earlier terminated, no such termination shall be effective until the later of (i) the Third Closing and (ii) 90 days following completion of a Business CombinationThird Party Financing.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, The Company will not without the prior written consent of the Representatives Citigroup Global Markets Inc. and VTB Capital plc, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing or confidential submission (or participation in the filing or confidential submission) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common StockOrdinary Shares, options, rights Warrants or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Founder Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Warrants, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder Shares and the Private Placement Warrants (and shares any Ordinary Shares issued or issuable upon the conversion or exercise of Common Stock underlying the any such Founder Shares or Private Units and the Private Warrants Placement Warrants) and (d5) contract to sell, and issue securities Ordinary Shares and other securities, in connection with the completion of an Initial Business Combination or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Letter Agreement; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering (other than the Anchor Investors) to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company and the Company shall not release any such party from such “lock-up” restrictions restrictions, or the Anchor Investors from any lock-up provision contained in the applicable Anchor Subscription Agreements, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Placement Units, the Private Founder Shares and the Private Placement Warrants and shares of Common Stock underlying the Private Placement Units and the Private Warrants Placement Warrants, (d) register with the commission pursuant to the Forward Purchase Agreement, in accordance with the terms of the Forward Purchase Agreement, the resale of the Forward Purchase Securities, and (de) issue securities in connection with a Business Combination, including the Forward Purchase Securities; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on The Stockholder hereby covenants and including agrees that between the date hereof and ending on and including the 180th day following the date termination of this AgreementAgreement in accordance with its terms, the Stockholder will not (the “Lock-Up Period”a) to not, without the prior written consent of the Representatives Transfer any Covered Company Shares or (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in b) take any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do action that would make any of its representations or warranties contained herein untrue or incorrect or have the foregoing. The Company will cause each effect of preventing or materially impeding the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party Stockholder from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)performing its obligations under this Agreement. Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combinationany Transfer not involving or relating to any Company Acquisition Proposal, the Stockholder may (i) Transfer any or all of its Covered Company Shares (A) to any Affiliate of the Stockholder (B) by will or by operation of law upon the death of the Stockholder or Transfers to immediate family members, trusts for the benefit of the Stockholder or any immediate family members for estate planning purposes, or, (C) in connection with bona fide gifts to charitable organizations or other gift Transfers, and (ii) with respect to the Stockholder’s Company Equity Awards that vest or are exercised on or prior to the Termination Date, Transfer Covered Company Shares to the Company in order to satisfy any required withholding taxes applicable upon the such vesting or exercise of such Company Equity Awards; provided, furtherhowever, that in no each case described in clauses (i)(A),(B) and (C) above, prior to and as a condition to the effectiveness of such Transfer, each Person to which any of such Covered Company Shares or any interest in any of such Covered Company Shares is Transferred shall have executed and delivered to Parent, Merger Sub I and Merger Sub II a counterpart to this Agreement pursuant to which such Person shall be bound by all of the terms and provisions of this Agreement. If any involuntary Transfer of any of the Covered Company issue Shares shall occur (including a sale by Stockholder’s trustee in any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockbankruptcy, or a sale to a purchaser at any shares creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of preferred stockthe initial transferee) shall take and hold such Covered Company Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in each case, that participate in any manner in full force and effect for the Trust Account or that vote as a class with the Common Stock on a Business CombinationVoting Period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at Representative and the sole discretion of the Representatives)Underwriters, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, grant any option to purchase, make any short sale, hedge or otherwise dispose of (or enter into any swap, transaction or other agreement that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Securities (other than as contemplated hereunder), any other Units) , ordinary shares, warrants or any securities convertible into, or exercisable, or exchangeable for, ordinary shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Units (including the Subunits and Warrants thereunder), and the Working Capital Warrants and any Class A Ordinary Shares underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants, (b2) issue and sell the Optional Option Units on exercise of the option provided for in Section 3 hereof1.2, (c3) issue shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with the initial Business Combination and (4) register with the Commission pursuant to the Registration Rights Agreement, Agreement in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Insider Founder Shares, the Private UnitsRepresentative’s Shares, the Private Shares Placement Units (including the Subunits and Warrants thereunder), the Working Capital Warrants and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Placement Units (including the Subunits and Warrants thereunder) and the Private Warrants and (d) issue securities in connection with Working Capital Warrants; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall future independent director of the Company issue (as long as such future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Private Placement Units, the Founder Shares, the Private Units, the Private Shares and the Private Placement Warrants and shares of Common Stock underlying the Private Placement Units and the Private Placement Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”1) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Representative, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Securities, Class A Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Class A Ordinary Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Warrants, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 ‎2(b) hereof, (c3) issue Class A Ordinary Shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with a Business Combination, and (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private UnitsPlacement Shares, the Founder Warrants, the Private Placement Warrants, warrants that may be issued upon conversion of working capital loans and any Class A Ordinary Shares issuable upon exercise of any such Founder Warrants, Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Private Warrants and shares Founder Shares; provided that the foregoing restrictions shall not apply to the forfeiture of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockClass A Ordinary Shares, options, rights or warrants to acquire shares of Common Stock Class A Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Class A Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private UnitsPlacement Warrants, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, Private Placement Warrants, Forward Purchase Shares and warrants that may be issued upon conversion of working capital loans and the Class A Ordinary Shares (and any Class A Ordinary Shares issuable upon the exercise of the Private Units, the Private Shares and the Private Placement Warrants and shares or warrants issued upon conversion of Common Stock underlying the Private Units and the Private Warrants working capital loans) and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common StockClass A Ordinary Shares, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common StockClass A Ordinary Shares, or any shares of preferred stockshares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Class A Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Ordinary Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Warrants, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with the Initial Business Combination, (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Units, the Private Shares Placement Warrants and the Working Capital Warrants (and any Ordinary Shares issued or issuable upon exercise of any such Private Placement Warrants or the Working Capital Warrants and shares upon the conversion of Common Stock underlying the Private Units and the Private Warrants Founder Shares), and (d5) issue securities in connection with a the Initial Business Combination; provided. However, further, that in no case the foregoing shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter, filed herewith, at the time of such transfer; and as long as, to the extent any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Section 16 reporting obligation is triggered as a class with result of such transfer, any related Section 16 filing includes a practical explanation as to the Common Stock on a Business Combinationnature of the transfer). The Representatives in their sole discretion may release or waive the transfer restrictions set forth herein at any time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representatives.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of this Agreement, (the “Lock-Up Period”) to the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (ai) issue Common Stock and sell the Private Unitsoptions to purchase Common Stock, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Private Units Company in effect on the date hereof and described in the Private Warrants and General Disclosure Package; (dii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the General Disclosure Package; (iii) issue Common Stock or securities exercisable for, convertible into or exchangeable for Common Stock in connection with a Business Combinationany acquisition, collaboration, merger, licensing or other joint venture or strategic transaction involving the Company; provided, furtherprovided that in the case of this clause (iii), that in no case such issuances shall not be greater than 7% of the total outstanding shares of the Company issue any shares immediately following the initial closing hereunder and the recipients of Common Stock, options, rights or warrants to acquire such shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner agree to be bound by a lockup letter in the Trust Account or form executed by directors, officers and certain stockholders pursuant to Section 4(l) hereof; and (iv) file any registration statement on Form S-3, provided that vote as a class with no securities are issued pursuant to any such registration statement during the Common Stock on a Business CombinationLock-Up Period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, mortgage, charge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public UnitsShares) or publicly announce any intention to do any of the foregoing. The Company will cause the Sponsor and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private UnitsPlacement Shares, (b) issue and sell the Optional Units Shares on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Private Placement Shares, the Private Units, the Private Forward Purchase Shares and the Private Warrants Ordinary Shares that may be issued upon conversion of Founder Shares, Alignment Shares and shares of Common Stock underlying the Private Units and the Private Warrants working capital loans and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares or Alignment Shares pursuant to their terms or any transfer of Founder Shares or Alignment Shares to any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stockshares, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives during the period commencing on the date hereof and ending 180 days after the date of this Agreement: (which consent may be withheld at the sole discretion i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell file (including or participate in any short sale), assign, transfer, pledge, contract to sell, the filing of) a registration statement with the Commission or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose ofAct, or announce and the offering ofrules and regulations of the Commission promulgated thereunder, or file any registration statement under the Securities Act in with respect of, to any Units, shares of Common Stock, optionsWarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock Stock; (ii) enter into any swap or securities exchangeable other arrangement that transfers to another, in whole or exercisable for or convertible into in part, any of the economic consequences of ownership of any Units, shares of Common Stock Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (other than is contemplated by this Agreement with respect to the Public Unitsiii) or publicly announce any intention to do effect any transaction specified in clause (i) or (ii); or (iv) be released or release the Sponsor or any officer, director or director nominee of the foregoing. The Company will cause each of from the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “180-day lock-up” restrictions on disposition of securities of ups contained herein and in the CompanyInsider Letters; provided, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoinghowever, that the Company may: (a1) issue and sell the Private UnitsFirm Units in accordance with the terms of this Agreement, (b2) issue and sell the Optional Placement Units, (3) issue and sell the Option Units on exercise of the option Over-allotment Option provided for in Section 3 1.2 hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Sharessecurities covered thereby, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d4) issue and sell securities in connection with a Business Combination; provided. The Company will provide the Representatives and each individual subject to the restricted period pursuant to the Insider Letters with prior notice of any such announcement that gives rise to an extension of the restricted period. If the Representative, furtherin its sole discretion, that agrees to release or waive the restrictions set forth in no case shall an Insider Letter for the Sponsor or an officer or director of the Company issue any shares and provides the Company with notice of Common Stock, options, rights the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver substantially in the Trust Account form of Exhibit A hereto at least three (3) Business Days before the effective date of the release or that vote as waiver, the Company agrees to announce the impending release or waiver by a class with press release substantially in the Common Stock on form of Exhibit B hereto through a major news service at least two Business CombinationDays before the effective date of the release or waiver.

Lock-Up. During the period commencing on and including the date hereof of the IPO Closing and ending on and including the 180th day earlier of (i) the twelve (12) month anniversary after the closing of the Business Combination, (ii) the date following the date Business Combination closing on which the Company completes a liquidation, merger, share exchange or similar transaction that results in all of this Agreementthe Company’s shareholders having the right to exchange their Class A Shares for cash, securities or other property, (iii) the “Lockdate that any lock-Up Period”up or vesting restrictions applicable to the Sponsor and its permitted transferees with respect to the Founder Shares expires or lapses, and (iv) the date that any lock-up restrictions applicable to notany other forward purchaser (if any) expires or lapse, without the prior written consent of the Representatives Company, Purchaser shall not (which consent may be withheld at the sole discretion i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell (including in any short sale), assign, transfer, pledge, contract to sell, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under 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 Units purchased hereunder, any Class A Shares or otherwise dispose ofWarrants included as part of the Units purchased under, or announce the offering ofany Class A Share received upon exercise thereof, any Founder Shares, or file any registration statement under Class A Shares received upon conversion of the Securities Act Founder Shares (which for avoidance of doubt shall not include any securities purchased by Purchaser on the “open market”) (the “Lock-up Securities”) , owned by it, him or her,(ii) enter into any swap or other arrangement that transfers to another, in respect ofwhole or in part, any Unitsof the economic consequences of ownership of any Lock-up Securities owned by it, Common Stockhim or her, optionswhether any such transaction is to be settled by delivery of such securities, rights in cash or warrants to acquire shares of Common Stock otherwise, or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Unitsiii) or publicly announce any intention to do effect any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives transaction specified in clause (which consent may be withheld at the sole discretion of the Representativesi) or (ii). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”1) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Representative, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in with respect ofto, any Unitsother Securities, shares of Common Stock, optionsRights, rights Warrants or warrants to acquire any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private Placement Units, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock in connection with the Initial Business Combination, and (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Placement Units, the Private Shares Working Capital Units and the Private Warrants and any shares of Common Stock underlying issuable upon exercise of any the Private Units and the Private Placement Warrants or Working Capital Warrants and (d) issue securities in connection with upon conversion of the Founder Shares; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to Each Restricted Stockholder hereby agrees that it will not, without the prior written consent of the Representatives managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering (which consent the “IPO”) and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), or such other period as may be withheld at requested by the sole discretion Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the Representativesrestrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), directly or indirectly any successor provisions or amendments thereto), (a) lend, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or announce indirectly, any shares of Equity Securities held immediately prior to the offering of, or file any effectiveness of the registration statement under for the Securities Act IPO or (b) enter into any swap or other arrangement that transfers to another, in respect ofwhole or in part, any Unitsof the economic consequences of ownership of the Equity Securities, Common Stockwhether any such transaction described in clause (a) or (b) above is to be settled by delivery of Equity Securities or other securities, optionsin cash or otherwise. The foregoing provisions of this Section 5 shall apply only to the IPO, rights or warrants shall not apply to acquire the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Restricted Stockholders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of Common Stock or securities exchangeable or exercisable for or convertible into shares of the Company’s outstanding Common Stock (other than is contemplated after giving effect to conversion into Common Stock of all outstanding Preferred Stock). The underwriters in connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Restricted Stockholder further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this Agreement Section 5 or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying Equity Securities of each Restricted Stockholder (and transferees and assignees thereof) until the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares end of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationsuch restricted period.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”1) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Representative, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in with respect ofto, any Unitsother Securities, shares of Common Stock, optionsWarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private Placement Units, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue shares of Common Stock or any securities convertible into, or exchangeable for, shares of Common Stock in connection with the Initial Business Combination, and (4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Placement Units, the Private Shares Working Capital Units and the Private Warrants and any shares of Common Stock underlying issuable upon exercise of any the Private Units and the Private Placement Warrants or Working Capital Warrants and (d) issue securities in connection with upon conversion of the Founder Shares; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Founders and each of the Company’s officers, directors directors, advisors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, Company for 180 days following the date of this Agreement and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Placement Units, the Private Shares Placement Shares, Private Placement Warrants, Forward Purchase Securities and units that may be issued upon conversion of working capital loans and the Private Warrants and shares of Common Stock underlying and warrants included therein (and any shares of Common Stock issuable upon the exercise of the Private Units and Placement Warrants, Forward Purchase Warrants or warrants included in the Private Warrants units issued upon conversion of working capital loans) and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer); provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights Warrants or warrants to acquire shares of Common Stock any options or other securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at Representative and the sole discretion of the Representatives)Underwriters, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, grant any option to purchase, make any short sale, hedge or otherwise dispose of (or enter into any swap, transaction or other agreement that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under with respect to the Securities Act in respect of(other than as contemplated hereunder), any other Units, shares of Common Stock, optionswarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Units (including the Subunits and Warrants thereunder), and the Working Capital Warrants and any shares of Common Stock underlying the Placement Units (including the Subunits and Warrants thereunder) and the Working Capital Warrants, (b2) issue and sell the Optional Option Units on exercise of the option provided for in Section 3 hereof1.2, (c3) issue shares or any securities convertible into, or exchangeable for, shares of Common Stock in connection with the initial Business Combination and (4) register with the Commission pursuant to the Registration Rights Agreement, Agreement in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Insider Founder Shares, the Private UnitsRepresentative’s Shares, the Private Shares Placement Units (including the Subunits and Warrants thereunder), the Working Capital Warrants and the Private Warrants and shares of Common Stock underlying the Private Placement Units (including the Subunits and Warrants thereunder) and the Private Warrants and (d) issue securities in connection with Working Capital Warrants; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a Business Combination; provided, further, that in no case shall future independent director of the Company issue (as long as such future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any shares Section 16 of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Exchange Act reporting obligation is triggered as a class with result of such transfer, any related Section 16 of the Common Stock on Exchange Act filing includes a Business Combinationpractical explanation of the transfer).

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th one hundred eightieth (180th) day following the date of this Agreement, Agreement (the “Lock-Up Period”) to the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under of the Exchange Act Rules, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is as contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock and options to purchase Common Stock and shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described in the General Disclosure Package; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the General Disclosure Package; (iii) enter into agreements providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and issue any such securities pursuant to any such agreement; (iv) enter into agreements providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and issue any such securities pursuant to any such agreement; provided, that in the case of clauses (iii) and (iv), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (iii) and (iv) shall not exceed 7.5% of the total number of shares of Common Stock issued and outstanding immediately subsequent to the completion of the transactions contemplated by this Agreement; and (v) adopt a new equity incentive plan, and file a registration statement on Form S-8 (or any successor form thereto) under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan or any employee benefit or equity incentive plan of the Company described in the General Disclosure Package, and issue securities pursuant to any such plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or other securities issued pursuant to such plan); provided, that such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act; provided, further, that each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to clauses (i), (ii), (iii), (iv) and (v) shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. The In addition, the Company will cause each the holders of the Company’s officers, directors substantially all Common Stock and security holders prior to the Offering derivative securities convertible into shares of Common Stock to furnish to the Representatives, prior to the Initial Firm Closing Date, an Insider Lettera letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner substantially in the Trust Account or that vote as a class with the Common Stock on a Business Combinationform of Exhibit I hereto.

Lock-Up. During the period commencing beginning on and including the date hereof Closing Date and ending on and including the 180th one hundred twentieth (120th) day following after the date Closing Date (excluding the Closing Date for purposes of this Agreement, calculating such date) (the “Lock-Up Period”) to not), no Seller, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Purchasers, directly or indirectly will lend, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or announce the offering ofindirectly, any Opco Common Units or Class B Units issued hereunder to such Seller, whether any such transaction is to be settled by delivery of Common Units or Opco Common Units or other Securities, in cash, or file otherwise. In the interest of clarity, nothing in this Section 8.15 shall restrict any Seller from (x) utilizing customary hedging strategies that may involve the pledge of Common Units or Opco Common Units as collateral until such time as the Common Units or Opco Common Units are ultimately disposed on or after expiration of the Lock-Up Period, or (y) being named as a selling unitholder in a registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Common Units in compliance with the Securities Act. Nothing in this Section 8.15 shall prohibit or publicly announce limit the ability of any intention Seller to do effect any transfer of the foregoing. The Company will cause each Common Units issued upon exchange of the Company’s officers, directors Opco Common Units and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: Class B Units (a) issue and sell the Private Unitsas a bona fide gift or gifts or any other similar transfer or distribution that does not involve a sale or other disposition for value, (b) issue and sell to the Optional Units on exercise equityholders of the option provided for in Section 3 hereofsuch Seller or its Affiliates or any of their respective equityholders, members, limited partners, general partners or Affiliates as part of a dividend or distribution, (c) register with the Commission pursuant to the Registration Rights Agreementany corporation, in accordance with the terms partnership or other entity that is an Affiliate of the Registration Rights Agreementsuch Seller, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; to any investment fund or other entity controlled or managed by any Affiliate of such Seller, provided, further, that in no case shall each of the Company issue any shares foregoing clauses (a) through (d), the transferee agrees in writing to be bound by the restrictions set forth in this Section 8.15, (e) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of Common StockUnits or Opco Common Units, options, rights (f) pursuant to an order of a court or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockregulatory agency, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account (g) pursuant to Section 2.5(d) or that vote as a class with the Common Stock on a Business CombinationSection 13.7.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of Ladenburg Xxxxxxxx & Co. Inc. during the Representatives period commencing on the date hereof and ending 180 days after the date of this Agreement: (which consent may be withheld at the sole discretion i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives)or agree to dispose of, directly or indirectly offerindirectly, sell file (including or participate in any short sale), assign, transfer, pledge, contract to sell, the filing of) a registration statement with the Commission or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose ofAct, or announce and the offering ofrules and regulations of the Commission promulgated thereunder, or file any registration statement under the Securities Act in with respect of, to any Units, shares of Common Stock, optionsRights, rights Warrants or warrants to acquire any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock Stock; (ii) enter into any swap or securities exchangeable other arrangement that transfers to another, in whole or exercisable for or convertible into in part, any of the economic consequences of ownership of any Units, shares of Common Stock Stock, Rights, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; (other than is contemplated by this Agreement with respect to the Public Unitsiii) or publicly announce any intention to do effect any transaction specified in clause (i) or (ii); or (iv) be released or release the Sponsor or any officer, director or director nominee of the foregoing. The Company will cause each of from the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “180-day lock-up” restrictions on disposition of securities of ups contained herein and in the CompanyInsider Letters; provided, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoinghowever, that the Company may: (a1) issue and sell the Private UnitsFirm Units in accordance with the terms of this Agreement, (b2) issue and sell the Optional Placement Units, (3) issue and sell the Option Units on exercise of the option Over-allotment Option provided for in Section 3 1.2 hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Sharessecurities covered thereby, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d4) issue and sell securities in connection with a Business Combination; provided. The Company will provide Ladenburg Xxxxxxxx & Co. Inc. and each individual subject to the restricted period pursuant to the Insider Letters with prior notice of any such announcement that gives rise to an extension of the restricted period. If Ladenburg Xxxxxxxx & Co. Inc., furtherin its sole discretion, that agrees to release or waive the restrictions set forth in no case shall an Insider Letter for the Sponsor or an officer or director of the Company issue any shares and provides the Company with notice of Common Stock, options, rights the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver substantially in the Trust Account form of Exhibit A hereto at least three (3) Business Days before the effective date of the release or that vote as waiver, the Company agrees to announce the impending release or waiver by a class with press release substantially in the Common Stock on form of Exhibit B hereto through a major news service at least two Business CombinationDays before the effective date of the release or waiver.

Lock-Up. During Each of the Stockholder and the Company shall covenant in the Underwriting Agreements for the benefit of the underwriters named therein not to, for a period commencing on and including the date hereof and ending on and including the 180th day following of 150 days from the date of this Agreement, (the “Lock-Up Period”) to notUnderwriting Agreements, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Xxxxxxx Xxxxx Barney, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act pledge or otherwise dispose of, directly or indirectly, or announce the offering of, or file register, cause to be registered or announce the intended registration of any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, other than (i) with respect to the Stockholder, sales to the Company, (ii) with respect to the Company, the issuance of shares of preferred stockCommon Stock or such other securities pursuant to the exercise of stock options or pursuant to any existing benefit plan of the Company and (iii) the Transaction (the foregoing agreement being referred to collectively as the "LOCK-UP"). The Company shall also covenant in the Underwriting Agreements for the benefit of the underwriters named therein to cause each of its executive officers and directors to agree for the benefit of such underwriters to the Lock-up with respect to shares of Common Stock or other securities owned by such officers and directors; PROVIDED, in each caseHOWEVER, that participate in (x) the Lock-up of executive officers and directors shall be for a period of 90 days from the date of the Underwriting Agreements, (y) any manner in the Trust Account or that vote as a class with the shares of Common Stock on a Business Combinationor other equity securities received upon the exercise of stock options or pursuant to any existing or future benefit plan of the Company shall be held by such officers and directors subject to the Lock-up and (z) the Lock-up shall not prevent the exercise of stock options.

Lock-Up. During the period commencing on The Company will not, and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notwill not publicly disclose an intention to, without the prior written consent of the Representatives Representatives, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any ordinary shares of the Company or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Company or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Shares, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder’s Shares and the Private Warrants Placement Shares (and any Class A ordinary shares of Common Stock underlying the Private Units and Company issued or issuable upon the Private Warrants conversion or exercise of any such Founder’s Shares) and (d5) contract to sell, and issue securities Class A ordinary shares and other securities, in connection with the consummation of a Business Combination; provided, furtheror (y) release the Sponsor or any officer, that director or director nominee from the 180-day lock-up contained in no case shall the Insider Letters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth any Insider Letter for an officer or director of the Company issue any shares and provides the Company with notice of Common Stockthe impending release or waiver at least three business days before the effective date of the release or waiver, options, rights the Company agrees to announce the impending release or warrants to acquire shares waiver by a press release through a major news service at least two business days before the effective date of Common Stock the release or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on The Company will not, and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notwill not publicly disclose an intention to, without the prior written consent of the Representatives Representatives, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly x) offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any ordinary shares of the Company or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Company or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Shares, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Founder’s Shares and the Private Warrants Placement Shares (and any Class A ordinary shares of Common Stock underlying the Private Units and Company issued or issuable upon the Private Warrants conversion or exercise of any such Founder’s Shares) and (d5) contract to sell, and issue securities Class A ordinary shares and other securities, in connection with the consummation of a Business Combination; provided, furtheror (y) release the Sponsor or any officer, that director or director nominee from the 180-day lock-up contained in no case shall the Insider Letters. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth any Insider Letter for an officer or director of the Company issue any shares and provides the Company with notice of Common Stockthe impending release or waiver at least three business days before the effective date of the release or waiver, options, rights the Company agrees to announce the impending release or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner waiver by a press release substantially in the Trust Account form of Annex II hereto through a major news service at least two business days before the effective date of the release or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares Rights and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Units Units, the Private Rights and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on Each Standby Purchaser acknowledges and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notagrees that, without the prior written consent of the Representatives Company, during the period commencing on the Closing Date and continuing for a period of six months thereafter, such Standby Purchaser shall not (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale)i) sell, assign, transfertransfer (including by operation of law), pledgeincur any liens, contract to sellcharges, establish an open “put equivalent position” within the meaning security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of Rule 16a-1(h) under the Exchange Act any nature whatsoever, dispose of or otherwise dispose encumber (each, a “Transfer”), (b) make any short sale of, grant any option for the purchase of, or announce (c) enter into any hedging or similar transaction with the offering of, or file any registration statement under the Securities Act in respect same economic effect as a Transfer of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Standby Shares. Notwithstanding the foregoing, the Company may: each Standby Purchaser may (a) issue and sell transfer Standby Shares (i) as a bona fide gift or gifts, or by will or intestacy, or (ii) to (x) any family partnership or trust for the Private Unitsbenefit of Xxxxxx X. Xxxxxx and/or one or more members of his immediate family or (y) any affiliate of such Standby Purchaser or any charitable organization formed by such Standby Purchaser or any of its affiliates, provided, in any such case, that the transferee agrees to be bound in writing by the terms of this paragraph prior to such transfer; (b) issue and sell the Optional Units on exercise transfer Standby Shares to partners, members, stockholders or beneficiaries of the option Standby Purchaser, provided for that (y) the transferee agrees to be bound in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with writing by the terms of the Registration Rights Agreementthis Section 7(f) prior to such transfer and (z) such transfer does not involve a disposition for value. Furthermore, the resale restrictions contained in this Section 7(f) shall not apply to any transfers, sales, tenders or other dispositions of Standby Shares pursuant to a tender offer for Common Stock of the Insider SharesCompany or any merger, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall consolidation or other business combination involving the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationits securities.

Lock-Up. During the period commencing on The Company will not, and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notwill not publicly disclose an intention to, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)Xxxxxxx Xxxxx & Co. LLC, directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in with respect ofto, any other Units, shares of Common Stock, optionsWarrants or any securities convertible into, rights or warrants to acquire exercisable, or exchangeable for, shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without may (1) issue and sell the prior written consent Underwritten Securities in accordance with the terms of the Representatives this Agreement, (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a2) issue and sell the Private UnitsPlacement Warrants and the Working Capital Warrants, (b3) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c4) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private Units, the Private Shares Placement Warrants and the Private Working Capital Warrants (and any shares of Common Stock underlying issued or issuable upon the conversion or exercise of any such Founder Shares, Private Units and the Private Placement Warrants or Working Capital Warrants) and (d5) contract to sell, and issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stockand other securities, in each case, that participate in any manner in the Trust Account or that vote as a class connection with the Common Stock on consummation of a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th 90th day following the date of this AgreementAgreement (as the same may be extended as described below, (the “Lock-Up Period”) to the Company will not, without the prior written consent of the Representatives Underwriter (which consent may be withheld at the sole discretion of the RepresentativesUnderwriter), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing. The ; provided, however, that the Company will cause may (i) issue Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company’s officersCompany in effect on the date hereof and described in the General Disclosure Package; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants, directors which securities or warrants are outstanding on the date hereof; (iii) issue Common Stock or warrants to purchase Common Stock in connection with strategic transactions, which in the aggregate shall not exceed 7.5% of the outstanding Common Stock as of the date of this Agreement, provided that this clause (iii) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, in connection with such strategic transactions shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period; and security holders (iv) adopt a new equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation, the issuance of shares of Common Stock upon the exercise of options or other securities issued pursuant to such new equity incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (iv) shall not be available unless each recipient of shares of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of the Lock-Up Period. Notwithstanding the foregoing, if (A) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs or (B) prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities expiration of the CompanyLock-Up Period, and the Company shall not announces that it will release any such party from such “lockearnings results during the 16-up” restrictions without day period beginning on the prior written consent last day of the Representatives Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Underwriter waive, in writing, such extension (which consent waiver may be withheld at the sole discretion of the RepresentativesUnderwriter), except that such extension will not apply if (x) the Common Stock is an “actively traded security” (as defined in Regulation M), (y) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (z) the provisions of NASD Conduct Rule 2711(f)(4) do not restrict the publication or distribution, by the Underwriter, of any research reports relating to the Company during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). Notwithstanding The Company will provide the foregoingUnderwriter with prior notice of any such announcement that gives rise to an extension of the Lock-up Period, subject to the Underwriter’s agreement to hold such information in confidence prior to public disclosure of the same. In addition, the Company may: (a) issue will cause each person and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for entity listed in Section 3 hereof, (c) register with the Commission pursuant Schedule C to furnish to the Registration Rights AgreementUnderwriter, in accordance with prior to the terms of the Registration Rights AgreementClosing Date, the resale of the Insider Sharesa letter, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner substantially in the Trust Account or that vote as a class with the Common Stock on a Business Combinationform of Exhibit I hereto.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledgesell, contract to sell, pledge, hedge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish an open “or increase a put equivalent position” position or liquidate or decrease a call equivalent position within the meaning of Rule 16a-1(h) under Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or otherwise dispose ofany securities convertible into, or announce the offering ofexercisable, or file any registration statement under the Securities Act in respect ofexchangeable for, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) Ordinary Shares or publicly announce any an intention to do effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of the foregoing. The Company will cause each of the Company’s officersthis Agreement; provided, directors and security holders prior to the Offering to furnish to the Representativeshowever, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and that the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives may (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a1) issue and sell the Private UnitsPlacement Warrants, (b2) issue and sell the Optional Units Option Securities on exercise of the option provided for in Section 3 2(b) hereof, (c3) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with the Initial Business Combination, (4) issue and sell the Forward Purchase Securities, (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Founder Shares, the Private UnitsPlacement Warrants, the Private Shares Forward Purchase Securities and the Working Capital Warrants (and any Ordinary Shares issued or issuable upon exercise of any such Private Placement Warrants or the Working Capital Warrants and shares upon the conversion of Common Stock underlying the Private Units and the Private Warrants Founder Shares), and (d6) issue securities in connection with a the Initial Business Combination; provided. However, further, that in no case the foregoing shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company issue (as long as such current or future independent director is subject to the terms of the Insider Letter, filed herewith, at the time of such transfer; and as long as, to the extent any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote Section 16 reporting obligation is triggered as a class with result of such transfer, any related Section 16 filing includes a practical explanation as to the Common Stock on a Business Combinationnature of the transfer). The Representatives in their sole discretion may release or waive the transfer restrictions set forth herein at any time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representatives.

Lock-Up. During the For a period commencing on and including the date hereof and ending on and including the 180th day following of 90 days from the date of this Agreementthe Prospectus, (the “Lock-Up Period”) to Company will not, without the prior written consent of the Representatives Xxxxxxx Xxxxx, (which consent may be withheld at the sole discretion of the Representatives), i) directly or indirectly indirectly, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, of any shares of Common Stock or announce the offering of, any securities convertible into or exercisable or exchangeable for Common Stock or file or caused to be filed any registration statement under the Securities 1933 Act with respect to any of the foregoing, (ii) enter into any swap or any other agreement or any transaction that transfers, in respect ofwhole or in part, any Unitsdirectly or indirectly, the economic consequence of ownership of the Common Stock, options, rights whether any such swap or warrants transaction described in clause (i) or (ii) above is to acquire shares be settled by delivery of Common Stock or securities exchangeable other securities, in cash or exercisable for otherwise, or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to iii) publicly disclose the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company foregoing sentence shall not release any such party from such “lock-up” restrictions without apply to (A) the prior written consent of the Representatives (which consent may Securities to be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Unitssold hereunder, (bB) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and any shares of Common Stock underlying issued by the Private Units Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Private Warrants and Prospectus, (dC) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockStock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, options, rights the General Disclosure Package and the Prospectus or warrants to acquire (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or securities exchangeable or exercisable for or convertible into shares of Common Stockdividend reinvestment plan referred to in the Registration Statement, or any shares of preferred stockthe General Disclosure Package and the Prospectus If Xxxxxxx Xxxxx, in each caseits sole discretion, that participate agrees to release or waive the restrictions set forth in any manner a lock-up agreement described in this Section 4(l) hereof or a lock up letter described in Section 6(o) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees, if requested, to announce the impending release or waiver by a press release substantially in the Trust Account form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or that vote as a class with the Common Stock on a Business Combinationwaiver.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th ninetieth (90th) day following the date of this Agreement, (the “Lock-Up Period”) to notneither i3 Verticals Party will, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including in including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stockcommon stock, options, rights or warrants to acquire shares of Common Stock common stock or securities exchangeable or exercisable for or convertible into shares of Common Stock common stock (other than is contemplated by this Agreement with respect to the Public UnitsStock) or publicly announce any intention to do any of the foregoing. The ; provided, however, that the Company will cause each may (i) issue and sell the Stock hereunder; (ii) issue Common Stock upon exchange of the Company’s officerslimited liability company units of i3 Verticals, directors and security LLC (together with a corresponding number of Class B Common Stock) to any holders prior of such units that are not subject to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, a “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of agreement with the Representatives). Notwithstanding the foregoing, the Company may: ; (aiii) issue Common Stock and sell the Private Unitsoptions to purchase Common Stock, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying options granted and other securities, each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Private Units Company in effect on the date hereof and described in the Private Warrants and General Disclosure Package; (div) issue Common Stock pursuant to the conversion of securities in connection with a Business Combination; providedor the exercise of warrants, further, that in no case shall the Company issue any shares of Common Stock, options, rights which securities or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner are outstanding on the date hereof and described in the Trust Account or that vote as a class with the Common Stock on a Business Combination.General Disclosure Package;

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this AgreementThe Company hereby agrees, through June 19, 2021 (the “Lock-Up PeriodTerm”) to not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly that the Company shall neither (i) offer, sell (including in any short sale)issue, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within encumber, grant any option for the meaning sale of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, of any securities of the Company without Xxxxx’s prior written consent or announce the offering of, (ii) file or file caused to be filed any registration statement under with the Securities Act Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company other than a prospectus supplement or resale registration statement in respect ofof shares issuable upon exercise of the Warrants. Notwithstanding anything herein to the contrary, the Company may issue shares of its capital stock or any Unitssecurities convertible into or exercisable or exchangeable for shares of its capital stock during the Lock-Up Term (i) so long as the capital stock or securities exercisable or exchangeable for shares of its capital stock are restricted during the Lock-Up Term in accordance with Rule 144 or other contractual arrangement, (ii) in connection with the conversion of the Company’s outstanding securities into Common StockStock in connection with the Closing; (iii) transfers of Common Stock pursuant to a bona fide third-party tender offer, optionsmerger, rights consolidation or warrants to acquire other similar transaction that is approved by the Company’s board of directors, (iv) the issuance of shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, provided, however, such issuance shall not exceed ten percent (10%) of the Common Stock issued and outstanding as of the date hereof, (v) the issuance of securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable or exercisable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than is contemplated by this Agreement in connection with respect to the Public Unitsstock splits or combinations) or publicly announce any intention to do any extend the term of such securities, and (vi) the issuance of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the foregoing. The Company will cause each of the Company’s officers, disinterested directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a person or entity (or to the equityholders of a person or entity) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (include a transaction in which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell is issuing securities primarily for the Private Units, (b) issue and sell the Optional Units on exercise purpose of the option provided for raising capital or to an entity whose primary business is investing in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationsecurities.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to not, without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative), directly or indirectly offer, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common Stock Ordinary Shares (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the RepresentativesRepresentative, prior to the Initial Closing Date, an the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Representative (which consent may be withheld at the sole discretion of the RepresentativesRepresentative). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares Rights and the Private Warrants and shares of Common Stock Ordinary Shares underlying the Private Units Units, the Private Rights and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockOrdinary Shares, options, rights or warrants to acquire shares of Common Stock Ordinary Shares or securities exchangeable or exercisable for or convertible into shares of Common StockOrdinary Shares, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock Ordinary Shares on a Business Combination.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to The Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion on behalf of the Representatives)Underwriters, directly or indirectly during the period ending 30 days after the date of the Prospectus (the “Restricted Period”) (1) offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce the offering of, or file any registration statement under the Securities Act in respect ofindirectly, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Common Stock, or convertible (2) enter into shares any hedging, swap or other arrangement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (other than is contemplated by this Agreement with respect to 3) publicly disclose the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company foregoing sentence shall not release any such party from such “lock-up” restrictions without apply to (A) the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and Confirmation Shares, (B) any shares of Common Stock underlying issued by the Private Units Company upon the exercise, exchange or redemption of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Private Warrants and Prospectus, (dC) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common StockStock issued, optionsor options to purchase Common Stock or other equity based awards granted pursuant to, rights existing employee benefit plans or warrants equity incentive plans of the Company referred to acquire in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) any shares of Common Stock or securities exchangeable warrants issued by the Company upon the amendment, exercise, exchange or exercisable for or convertible into redemption of warrants outstanding on the date hereof and referred to in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (E) any shares of Common StockStock issued upon redemption of OP Units pursuant to the terms of the Partnership Agreement, or (F) the filing of a registration statement in respect of a dividend reinvestment plan of the Company and any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business Combinationissued pursuant thereto, or (F) transfers of shares of Common Stock pursuant to Section 14(f) of Article 14 of the charter of the Company.

Lock-Up. During the period commencing on Each Investor that receives PubCo Notes pursuant to clauses (i) and including the date hereof and ending on and including the 180th day following the date of this Agreement(ii) above, (the “Lock-Up Period”) to will not, without the prior written consent of the Representatives managing underwriter of a Qualified IPO, until the date specified by Company and the managing underwriter (which consent may be withheld at such date not to exceed 180 days from the sole discretion date of the Representativesfinal prospectus relating to the registration by Company of the listed Group Shares under the Securities Act on a registration statement on Form S-1), directly or indirectly (a) lend, offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or announce indirectly any PubCo Note without the offering ofconsent of Company, or file (b) enter into any registration statement under the Securities Act swap, derivatives or other agreement or any hedging transaction that transfers, in respect ofwhole or in part, any Unitsof the economic consequences of ownership of such PubCo Notes held at the time of issuance of such PubCo Notes. Each Investor further agrees to execute Lock-Up Agreements. If Company or any underwriter selected in connection with an initial public offering does not require a Person holding more than one percent (1%) of the outstanding Common Stock of Company (on an as-converted to Common Stock basis) to be subject to a lock-up period, Common Stock, options, rights or warrants terminates or waives a lock-up period with respect to acquire a Person holding any shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock (any other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any security of the foregoing. The Company will cause each of the Company’s officersthat is or may become convertible, directors and security holders prior to the Offering to furnish to the Representativesexercisable, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided redeemable or otherwise exchangeable for in Section 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants then such action shall also apply to acquire the Investors. The foregoing provisions of this Section 2.8(a)(iii) shall not apply to the sale of any shares of Common Stock to an underwriter pursuant to an underwriting agreement or securities exchangeable acquired in or exercisable for following the Qualified IPO or convertible into shares Non-Qualified IPO, as applicable, and shall be applicable to the Investors only if all officers, directors and holders of Common Stock, or any shares more than one percent (1%) of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on (after giving effect to conversion into Common Stock of all outstanding shares of Company’s Preferred Stock) enter into a Business Combinationsimilar agreement. The underwriters in connection with such registration are intended third party beneficiaries of this Section 2.8(a)(iii) and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to notThe Company hereby agrees that, without the prior written consent of the Representatives (which consent may be withheld Holders of more than 50% of the aggregate principal amount of the Securities at the sole discretion of time outstanding (the Representatives“Majority Holders”), directly or indirectly it will not, (x) during the period ending 90 days after the Closing Date, (i) offer, sell (including in any short sale)pledge, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the offering ofeconomic consequences of ownership of the Common Stock, or and (y) during the period ending on the later of 90 days after the Closing Date and the date the registration statement required under the Registration Rights Agreement is declared effective, file any with the SEC a registration statement under the Securities Act in respect ofrelating to any additional shares of its Common Stock or securities convertible into, or exchangeable for, any Units, shares of its Common Stock, optionswhether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, rights in cash or warrants otherwise. The foregoing sentence shall not apply to acquire Excluded Issuances described in clauses (i)-(viii) above. In addition, the Company agrees to use its best efforts to prevent its executive officers and directors, in the aggregate, from taking any of the actions set forth in clauses (i) and (ii) in the immediately preceding paragraph with respect to in excess of 500,000 shares of Common Stock or securities exchangeable or exercisable in the aggregate for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, all executive officers and directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives Majority Holders provided, however, that the foregoing covenant shall not apply to (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (ai) issue and sell the Private Unitsany bona fide gift, (bii) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission sales pursuant to existing trading plans that are in place prior to the Registration Rights Agreementdate of this Agreement pursuant to Rule 10b5-1 under the Exchange Act, in accordance with the terms and (iii) sales of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares by such persons of Common Stock underlying purchased under the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Company’s Employee Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, in each case, that participate in any manner in the Trust Account or that vote as a class with the Common Stock on a Business CombinationPurchase Plan.

Lock-Up. During The Registration Statement filing will include as an exhibit a proposed form of Underwriting Agreement. The final Underwriting Agreement will be in form satisfactory to the Company and Xxxxxx Xxxxxx and will include indemnification provisions and other terms and conditions customarily found in underwriting agreements for registered public offerings. Without limiting the generality of the foregoing, the Underwriting Agreement will contain customary representations and warranties of the Company and will further provide, in addition to the matters addressed herein, that (i) the Company’s directors and officers and any other 5% or greater holder of outstanding shares of Common Stock as of the effective date of the Registration Statement, will enter into customary “lock-up” agreements in favor of Xxxxxx Xxxxxx pursuant to which such persons and entities will agree, for a period commencing on and including the date hereof and ending on and including the 180th day following of six (6) months from the date of this Agreement, (the “Lock-Up Period”) to not, without Public Offering in the prior written consent case of the Representatives Company’s directors and officers and three (which consent may be withheld at 3) months from the sole discretion date of the Representatives)Public Offering in the case of any other 5% or greater holder of outstanding shares, directly or indirectly that they will neither offer, sell (including in any short sale)issue, assign, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within encumber, grant any option for the meaning sale of Rule 16a-1(h) under the Exchange Act or otherwise dispose of any securities of the Company without Xxxxxx Xxxxxx’x prior written consent and (ii) each of the Company and any successors of the Company will agree, for a period of three (3) months from the Closing, that each will not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or announce indirectly, any shares of capital stock of the offering of, Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (b) file or caused to be filed any registration statement under with the Securities Act in respect of, Commission relating to the offering of any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock capital stock of the Company or any securities exchangeable convertible into or exercisable or exchangeable for or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each capital stock of the Company’s officers, directors and security holders prior to the Offering to furnish to the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition ; (c) complete any offering of debt securities of the Company, and other than entering into a line of credit with a traditional bank or (d) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Company shall not release economic consequences of ownership of capital stock of the Company, whether any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: transaction described in clause (a) issue and sell the Private Units), (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof), (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Insider Shares, the Private Units, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units and the Private Warrants and or (d) issue securities in connection with a Business Combination; provided, further, that in no case shall above is to be settled by delivery of shares of capital stock of the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stocksuch other securities, in each case, that participate in any manner in the Trust Account cash or that vote as a class with the Common Stock on a Business Combinationotherwise.

Lock-Up. During Subject to this Section 9.1, the period commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, holders (the “Lock-Up Periodup Holders”) to not, without the prior written consent of common stock of the Representatives Corporation issued (which consent may be withheld at a) as consideration pursuant to the sole discretion merger (the “Merger”) of Locust Walk Merger Sub, Inc., a Delaware corporation, with and into eFFECTOR Therapeutics Operating, Inc., a Delaware corporation and formerly known as eFFECTOR Therapeutics, Inc. (“Opco”) or (b) to directors, officers and employees of the Representatives), directly Corporation upon the settlement or indirectly offer, sell (including exercise of stock options or other equity awards in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within each case outstanding as of immediately following the meaning closing of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act Merger in respect of, any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares awards of Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause each of the Company’s officers, directors and security holders Opco outstanding immediately prior to the Offering closing of the Merger (excluding, for the avoidance of doubt, the Parent Warrants (as defined in the Agreement and Plan of Merger entered into by and among the Corporation, Opco and Merger Sub, dated as of May 26, 2021, as amended from time to furnish to time, the Representatives“Merger Agreement”)) (such shares, prior to the Initial Closing Date“Opco Equity Award Shares”), an Insider Letter, which contains, among other things, may not Transfer any Lock-up Shares until the first day following the expiration of the Lock-up Period (the “lockLock-up” restrictions on disposition ”), provided, that the foregoing restriction shall not apply to (w) the filing of securities a registration statement registering the resale of the Company, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereof, (c) register with the Commission Shares pursuant to the Section 2.1.1 of that certain Amended and Restated Registration Rights Agreement, in accordance with dated as of , 2021 by and between the terms Company and certain Lock-up Holders named therein (for clarity such registration statement may include Shares held by any Lock-up Holders); provided no sales can be effected pursuant to such registration statement during the Lock-up Period; (x) the exercise by any Lock-up Holder of any option to purchase shares of common stock of the Registration Rights Agreement, the resale Corporation pursuant to any equity compensation plan of the Insider SharesCorporation to the extent that such option would expire during the Lock-Up Period, (y) the Private Units, the Private Shares and the Private Warrants and sale of shares of Common Stock common stock of the Corporation underlying any such option or the Private Units and forfeiture of such shares of common stock to the Private Warrants and (d) issue securities Corporation, to the extent necessary to satisfy any exercise price and/or tax obligations arising in connection with a Business Combinationthe exercise of such option; provided, further, that the net shares of common stock of the Corporation underlying any such options (i.e., following the application of subclauses (x) or (y) or any Corporation net settlement effectuated to satisfy any exercise price and/or tax obligations arising in connection with the exercise of such option) shall continue to be subject to the Lock-up; or (z) the sale of shares of common stock of the Corporation to pay withholding taxes due upon the issuance of Earn-Out Shares (as defined in the Merger Agreement), if applicable. Notwithstanding the provisions set forth in the paragraph above, the Lock-up Holders or their respective permitted transferees may Transfer the Lock-up Shares during the Lock-up Period (A) in the case of an individual, (i) 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 entity, or to a charitable organization, (ii) to a trust for the direct or indirect benefit of such individual or a member of such individual’s immediate family, (iii) an entity wholly owned by such individual or a member of such individual’s immediate family, (iv) by will or virtue of laws of descent and distribution upon death of such individual, or (v) pursuant to a qualified domestic relations order; (B) in the case of an entity, (i) as a distribution to limited partners, members, stockholders or other equity holders of such entity or (ii) to an affiliate of such entity controlled or managed by such entity or under common control with such entity; or (C) in connection with a liquidation, merger, amalgamation, stock exchange, reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transactions which results in all of the Corporation’s stockholders having the right to exchange their shares of common stock for cash, securities or other property; provided, however, that in the case of clauses (A) and (B), (1) permitted transferees must enter into a written agreement with the Corporation agreeing to be bound by the terms of this Section 9.1, (2) any Transfer pursuant to clauses (A) or (B)(i) shall not involve a disposition for value; (3) the Lock-up Shares shall remain subject to the Lock-up; (3) any required public report or filing (including filings under Section 16(a) of the Exchange Act), shall disclose the nature of such Transfer and that the Lock-up Shares remain subject to the Lock-up; and (4) there shall be no case voluntary public disclosure or other announcement of such Transfer. Notwithstanding the other provisions set forth in this Section 9.1, the Board may, in its sole discretion, determine to waive, amend, or repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal shall require, in addition to any other vote of the Company issue members of the Board required to take such action pursuant to these bylaws or applicable law, the affirmative vote of at least one of the directors that has been designated by Parent (as defined by the Merger Agreement). In the event that a release is granted to any Lock-Up Holder relating to the lock-up restrictions set forth above, the same percentage of Lock-Up Shares held by all Lock-Up Holders (the “Pro-rata Release”) shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein; provided however, that such Pro-rata Release shall not be applied in the event of releases (a) granted from such lockup restrictions to any individual party or parties to sell or otherwise transfer or dispose of shares of the Company’s Common Stock or other securities in an amount up to an aggregate of 2% of the Company’s total outstanding stock, (b) if the release or waiver is granted due to circumstances of any emergency or hardship of a Lock-up Holder, as determined in the Company’s sole judgment, or (c) in connection with an underwritten public offering of Common Stock, options, provided that the Lock-Up Holders holding registration rights or warrants have been given an opportunity to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stock, participate with other selling stockholders in each case, that participate in any manner in the Trust Account or that vote as such public offering (a class with the Common Stock “Follow-On Offering”) on a Business Combination.pro rata basis on pricing terms that are no less favorable than the terms of the Follow-On Offering. For purposes of this Section 9.1: