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 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 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 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 and the Private Warrants Rights and shares of Common Stock Class A Ordinary Shares underlying the Private Units and the Private Warrants Rights 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 ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference , 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 (i) The Company and including the date hereof each of its directors, executive officers and ending on and including the 180th day following the date of this Agreement, (the “Lock-Up Period”) to existing 5% principal shareholders will not, without the prior written consent of the Representatives Representative, from the date of execution of this Agreement and continuing for a period of six (which consent may be withheld at 6) months beginning on the sole discretion date of commencement of sales of the Representativespublic equity offering (the “Lock-Up Period”), directly or indirectly (i) offer, sell (including in any short sale)pledge, assignannounce the intention to sell, 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, or file any with the Commission a registration statement under the Securities Act in respect ofrelating to, any Units, Common Stock, options, rights Ordinary Share or warrants to acquire shares of Common Stock or any securities exchangeable convertible into or exercisable or exchangeable for Ordinary Shares, or convertible (ii) enter into shares of Common Stock (any swap or other than is contemplated by this Agreement with respect to the Public Units) agreement that transfers, in whole or publicly announce any intention to do in part, any of the foregoingeconomic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriters pursuant to this Agreement. The Company will cause each agrees not to accelerate the vesting of any option or warrant or the Company’s officers, directors and security holders lapse of any repurchase right prior to the Offering expiration of the Lock-Up Period. (ii) The restrictions contained in Section 3(o)(i) hereof shall not apply to: (i) the Offered Securities to furnish be sold hereunder, (ii) the issuance by the Company of Ordinary Shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (iii) the issuance by the Company, or the filing by the Company of a Registration Statement related thereto, of stock options or shares of the Company under any equity compensation plan of the Company and (iv) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the Representatives, prior to the Initial Closing Date, an Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities disinterested directors 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 Lock-Up Period and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) 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 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 Combinationraising capital.

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”) 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 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 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 (i) Each Insider of the period commencing on and including Company, and, in addition, each beneficial owner of the date hereof and ending on and including Company holding the 180th day following the date of this Agreementoutstanding Ordinary Shares (or securities convertible into Ordinary Shares), (the “Lock-Up Period”) to will not, without the prior written consent of the Representatives Underwriter, from the date of execution of this Agreement and continuing for a period of six (6) months from the date on which consent may be withheld at the sole discretion trading of the RepresentativesOrdinary Shares on Nasdaq commences (the “Lock-Up Period”), directly or indirectly (i) offer, sell (including in any short sale)pledge, assignannounce the intention to sell, transfer, pledgesell, contract to sell, establish an open “put equivalent position” within sell any option or contract to purchase, purchase any option or contract to sell, change the meaning terms of Rule 16a-1(h) under the Exchange Act or grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or announce the offering ofindirectly, or file any with the Commission a registration statement under the Securities Act in respect of, relating to Ordinary Shares or any Units, Common Stock, options, rights or warrants to acquire shares of Common Stock or securities exchangeable convertible into or exercisable or exchangeable for Ordinary Shares, or convertible (ii) enter into shares of Common Stock (any swap or other than is contemplated by this Agreement with respect to the Public Units) agreement that transfers, in whole or publicly announce any intention to do in part, any of the foregoingeconomic consequences of ownership of the Ordinary Shares or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, except to the Underwriter pursuant to this Agreement. The Company will cause each agrees not to accelerate the vesting of any option or warrant or the Company’s officers, directors and security holders lapse of any repurchase right 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 Company, and the Company Lock-Up Period. (ii) The restrictions contained in Section 4(k)(i) hereof 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 mayapply to: (aA) issue and sell the Private UnitsSecurities, (bB) issue and sell any securities previously issued under Company incentive plans as described as outstanding in the Optional Units on exercise of the option provided for in Section 3 hereofOffering Materials, (cC) register with the Commission any options and other awards granted under a Company incentive plan or Ordinary Shares issued 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 stockan employee stock purchase plan, in each case, that participate in any manner as described in the Trust Account Offering Materials, and (D) Ordinary Shares or other securities issued in connection with a transaction with an unaffiliated third party that vote as includes a class with bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority or controlling portion of the Common Stock on a Business Combinationequity of another entity; provided that (x) the aggregate number of Ordinary Shares issued pursuant to clause (D) shall not exceed five percent (5%) of the total number of outstanding Ordinary Shares immediately following the issuance and sale of the Securities pursuant to this Agreement and (y) the recipient of any such Ordinary Shares or other securities issued or granted pursuant to clauses (B), (C) and (D) during the Lock-Up Period shall enter into an agreement substantially in the form of Exhibit B 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 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 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 Public 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 as 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, (cb) 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 Placement Warrants and shares of Common Stock Class A Ordinary Shares underlying the Private Units and the Private Placement Warrants and (dc) 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 ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference shares, 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 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 and ending on and including the 180th day following the date of this Agreement, 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 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 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 and the Private Warrants and shares of Common Stock Class A Ordinary Shares underlying the Private Units and the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case except in connection with the conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to the Memorandum and Articles, where the holders of such Class B Ordinary Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, shall the Company issue any shares of Common Stockordinary shares, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference shares, 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 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 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 day following the date of this Agreement(a) Except as expressly permitted by Section 5(c), until [REDACTED: COMMERCIALLY SENSITIVE INFORMATION] (the “Lock-Up PeriodExpiration Date”) to not), without the prior written consent none of the Representatives (which consent may be withheld at the sole discretion IQ or any of the Representatives)its Affiliates shall, directly or indirectly offer, sell (including in any short sale)indirectly, assign, sell, transfer, pledgeoffer, contract to sell, establish accept an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act or otherwise dispose ofoffer to purchase, or announce the offering ofgift, or file any registration statement under the Securities Act pledge, encumber, hypothecate, provide a security interest in respect of, sell any Unitsoption or contract to purchase, Common Stockpurchase any option or contract to sell, optionsgrant any option, rights right or warrants warrant to acquire shares purchase, or otherwise transfer or dispose of, whether by actual disposition or effective economic disposition pursuant to any swap or other arrangement that transfers to another, in whole or in part, any interest in, or economic consequences of Common Stock or securities exchangeable or exercisable for or convertible into shares ownership 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 Locked-Up Shares owned, directly or indirectly, by IQ (a “Transfer”). (b) Following the Lock-Up Expiration Date and except as expressly permitted by Section 5(c), none of IQ or any of its Affiliates shall knowingly Transfer any Locked-Up Shares to a Sanctioned Person; provided that any Transfer that takes place through the facilities of a stock exchange on which the Common Shares are listed or through a transaction facilitated by a broker-dealer without disclosure being made to IQ of the Company’s officerspurchaser of such securities, directors shall not constitute a breach of this Section (b). (c) The restrictions and security holders prior to the Offering to furnish to the Representativeslimitations contained in Section 5(a) shall not apply to: (i) any Transfer in favour of any of Affiliate of IQ, provided that any such transferee shall, prior to the Initial Closing Dateany such Transfer, an Insider Letteragree to be bound by, which containsand comply with, among other things, “lock-up” restrictions on disposition of securities all of the Companyobligations, covenants, provisions, and the Company terms of this Agreement that are applicable to IQ, and shall not release any deliver to NMG a duly executed undertaking to 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 foregoingeffect in form and substance satisfactory to NMG, the Company may: (a) issue and sell the Private Unitsacting reasonably, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 hereofor an agreement that NMG believes, (c) register with the Commission pursuant to the Registration Rights Agreementacting reasonably, in accordance is substantially conformed with the terms of this Agreement, mutatis mutandis; (ii) any Transfer pursuant to a bona fide third party “take-over bid” (as defined in NI 62-104); including pursuant to any lock-up, support or similar agreement; provided that such take-over bid is made in compliance with section 2.8 of NI 62-104 and that in the event that the take-over bid is not completed, the Locked-Up Shares shall remain subject to the restrictions and limitations contained in Section 5(a); (iii) any Transfer pursuant to a “business combination” (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) (in Québec, Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions)) involving NMG, including pursuant to any lock-up, support or similar agreement; provided that in the event that the business combination is not completed, the Locked-Up Shares shall remain subject to the restrictions and limitations contained in Section 5(a); (iv) any Transfer to a nominee, a custodian (including a trust) or an intermediary where there is no change in ownership; (v) any Transfer in connection with IQ pledging or hypothecating any Locked-Up Shares in favour of a Lender as security for a bona fide loan; provided that the Locked-Up Shares will remain subject to the restrictions and limitations contained in Section 5(a); and (vi) any other Transfer of any securities pursuant to the exercise of any right pursuant to this Agreement, the Subscription Agreement, the Registration Rights Agreement, Agreement or 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 CombinationWarrant Certificate.

Lock-Up. During If requested by the Company and the managing underwriter of the Company’s initial public offering, Optionee, and all subsequent holders of the shares received under the Option from Optionee, shall not sell or otherwise transfer or dispose of any shares received under the Option or other securities of the Company (excluding securities acquired in the initial public offering or in the public market after such offering) held by Optionee for a period commencing on and including of 180 days following the effective date of the registration statement for the initial public offering or, if required by such managing underwriters, such longer period of time as is necessary to enable such underwriters to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within eighteen (18) days before or after the date hereof and ending on and including that is one hundred eighty (180) days after the 180th day effective date of the registration statement relating to the initial public offering, but in any event not to exceed 210 days following the effective date of the registration statement relating to such offering, and the this Agreement, provision shall in no event be applicable to any underwritten public offering effected more than two (2) years after the “Lock-Up Period”) to not, without the prior written consent effective date of the Representatives (which consent may be withheld at the sole discretion Company’s initial public offering; provided, that all shareholders 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 Company then holding at least 1% of 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 outstanding Common Stock (other than is contemplated by this Agreement on an as-converted basis) and all officers and directors of the Company enter into similar agreements. The Company may impose stop-transfer instructions with respect to the Public Units) shares received under the Option or publicly announce other securities subject to the foregoing restriction until the end of such 180-day period. Optionee shall treat any intention written notice from the Company regarding the Company’s plans to do file a registration statement confidentially and shall not disclose such information to any person. Any new, substituted or additional securities which are by reason of any Recapitalization or Reorganization distributed with respect to the shares received under this Option shall be immediately subject to this provision, to the same extent the shares received under this Option is at such time covered by such provisions. “Recapitalization” shall mean any of the foregoing. The Company will cause each of following transactions affecting 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 outstanding 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 without the Company’s receipt of consideration: any stock split, stock dividend, spin-off transaction, extraordinary distribution (whether in cash, securities or other property), recapitalization, combination of shares, exchange of shares or other similar transaction affecting the Common Stock on a Business Combinationwithout the Company’s receipt of consideration.

Lock-Up. During The Purchaser hereby agrees that 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”) , the Purchaser will not offer, sell, contract to notsell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, 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 Company. The “put equivalent positionLock-Up Period” 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 any Securities shall mean the Public Unitsperiod starting on the date hereof and ending upon the earliest of (i) or publicly announce any intention to do any the date that is 9 (nine) months after the issuance of such Securities, (ii) November 20, 2012, (iii) a tender offer having been placed for the Common Stock of the foregoing. The Company will cause each that is intended to take control 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 management of the Company, and (iv) ▇▇. ▇▇▇▇ ▇▇▇▇▇ Rocha selling any Common Stock owned by him or notifying the Company shall not release of his resignation from his position as the Chief Executive Officer of the Company, (v) any such party from such “lock-up” restrictions petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the prior approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Representatives (which consent may be withheld at the sole discretion Board 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 Directors pursuant to the Registration Investor’s Rights AgreementAgreement and after which meeting (or action) there is no Investor Director. The following legend shall be affixed to any certificate representing the Securities until the Lock-Up Period with respect to such securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (THE “LOCK-UP”) PURSUANT TO A SECURITIES PURCHASE AGREEMENT, in accordance with the terms of the Registration Rights AgreementDATED AS OF AUGUST _____, the resale of the Insider Shares2011, the Private UnitsCOPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 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; provided2010, furtherOR SOONER, 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 CombinationUNDER CERTAIN CIRCUMSTANCES.

Lock-Up. During the period commencing on and including the date hereof and ending on and including the 180th one-hundred and eightieth (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 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; provided, however, that the Company may (i) issue Common Stock as contemplated by this Agreement, (ii) 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 in effect on the date hereof and described in the General Disclosure Package; (iii) 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; (iv) sell or issue, or enter into an agreement to sell or issue, shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in connection with (1) mergers, (2) acquisition of securities, businesses, property or other assets, (3) joint ventures or (4) strategic alliances; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (iv) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement (assuming full exercise or conversion of all outstanding convertible securities, rights, options and warrants of the Company into Common Stock); and further provided that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (iv) shall execute a “lock-up agreement” substantially in the form of Exhibit I hereto; and (v) 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 (v) 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 obligated to execute a “lock-up” agreement substantially in the form of Exhibit I hereto. The Company will cause each of the Company’s officers, directors person and security holders prior to the Offering entity listed in Schedule E to furnish to the Representatives, prior to the Initial Firm Closing Date, an Insider Letter, which contains, among other things, a “lock-up” restrictions on disposition agreement, substantially in the form of Exhibit I hereto. With respect to any securities of the Company, and the Company shall not release any such party from bound by 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 foregoingagreements, the Company may: (a) issue and sell will direct the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for transfer agent to place stop transfer restrictions against any transfers not in Section 3 hereof, (c) register compliance 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 Combinationsuch “lock-up” agreements.

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 Officer hereby agrees that until the period commencing on and including earlier of (1) the date hereof and ending on and including the 180th day following the effective date of this Agreementa registration statement filed with the Commission for the resale of the Shares, or (2) six (6) months after a Purchase Date with respect to such purchase made on such Purchase Date (such period, the “Lock-Up Period”), Officer will not: (a) sell, offer to notsell, without the prior written consent contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of the Representatives (which consent may be withheld at the sole discretion 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 or otherwise dispose ofof 1934, or announce as amended, and the offering ofrules and regulations of the Commission promulgated thereunder (the “Exchange Act”), 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 (i) the Public UnitsShares and (ii) any other equity security of the Company issued or issuable with respect to any such Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization (such shares, collectively, the “Lock-Up Securities”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-Up Securities, in cash or otherwise, or (c) publicly announce any intention to do effect any transaction specified in clause (a) or (b) (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: foregoing described in clauses (a) issue and sell the Private Units), (b) issue or (c), a “Transfer”); provided that the foregoing shall not apply to any Transfer of any Company capital stock or other securities convertible into or exercisable or exchangeable for Company capital stock acquired in open market transactions after the date of this Agreement. Officer hereby (A) authorizes the Company during the Lock-Up Period to cause its transfer agent for the applicable Lock-Up Securities to decline to transfer, and sell to note stop transfer restrictions on the Optional Units on exercise of stock register and other records relating to, such Lock-Up Securities for which Officer is the option provided for in Section 3 hereofrecord holder and, (cB) in the case of Lock-Up Securities for which Officer is the beneficial but not the record holder, agrees during the applicable Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register with the Commission pursuant to the Registration Rights Agreementand other records relating to, 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 stocksuch Lock-Up Securities, in each casecase of clauses (A) and (B), if such transfer would constitute a violation or breach of this Agreement. If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio. For the avoidance of doubt, Officer ▇▇▇▇▇▇ agrees and acknowledges that participate in the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Confidentiality Policy applies to Officer and any manner in the Trust Account or that vote as a class with the Common Stock on a Business CombinationShares purchased pursuant to this Agreement.

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 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 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 as 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 and Shares, the Private Warrants Rights and shares of Common Stock Ordinary Shares underlying the Private Units and the Private Warrants Rights 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 ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference shares, 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 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, (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 ▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 day following the date of this Agreement, (the “Lock-Up Period”) to 2.1 Each Stockholder hereby agrees that it shall not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)and shall not authorize, permit or direct any Affiliate or Associate to, directly or indirectly indirectly, (a) sell, offer, sell (including in any short sale)pledge, allot, contract to sell, assign, transfer, pledgehypothecate, contract grant any option, right or warrant to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act purchase or otherwise dispose ofof or enter into any agreement to dispose of (each a “Transfer”), any Subject Securities Beneficially Owned by such Stockholder, (b) enter into any swap, hedge, or announce the offering ofother agreement or arrangement that transfers to another, in whole or file any registration statement under the Securities Act in respect ofpart, any Unitsof the economic consequences of ownership of any Subject Securities Beneficially Owned by such Stockholder, Common Stock, options, rights or warrants whether any such transaction is to acquire shares be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for otherwise; (c) engage in any short-selling of any Subject Securities Beneficially Owned by such Stockholder; or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect to the Public Unitsd) or publicly announce any intention to do any of the foregoing. The Company will cause , in each case at any time during the Lock-Up Period; provided, however, that each Stockholder agrees that it shall not Transfer more than fifteen percent (15%) of the Company’s officers, directors and security holders prior Subject Securities held by such Stockholder as of the date hereof within any thirty (30)- calendar day period. 2.2 Notwithstanding anything to the Offering contrary in this Agreement, each Stockholder may Transfer any Subject Securities: (a) in the case of an individual, as a bona fide gift or gifts to furnish a member of such individual’s immediate family; (b) in the case of an individual, by will or intestacy; (c) to any trust, partnership or limited liability company for the direct or indirect benefit of such Stockholder’s equityholders or the immediate family of such Stockholder’s equityholders; (d) if such Transfer occurs by operation of law or Order; (e) for estate planning purposes; (f) in the case of an entity, to members, partners or stockholders of such Stockholder, provided that for the avoidance of doubt, neither Carlisle Acquisition Vehicle, LLC (“CAV”) nor any Affiliate thereof shall be allowed to Transfer any Subject Securities to the Representativesstockholders of Pacific Current Group Limited (“PAC”) and provided further that PAC or its controlled Affiliates shall be entitled to directly or indirectly Transfer the Subject Securities (i) to any wholly-owned Affiliate of PAC, prior (ii) to any private investment fund that PAC or its Affiliates manage, (iii) as a part of a recapitalization, reorganization, merger, consolidation or other change in control transaction of PAC, or (iv) as part of a Transfer of one-third (1/3) or more of the portfolio holdings of PAC and its wholly-owned Affiliates to a third party, including in each case Transfers by operation of law, provided that the transferee is an “accredited investor” as defined in Rule 501 under the Securities Act; or (g) to a nominee or custodian of such Stockholder’s equityholders or a person or entity to whom a Transfer would be permissible under clauses (a) through (f) above; provided, however, (i) in case of any such Transfer, it shall be a condition to the Initial Closing DateTransfer that such transferees execute a written agreement with the Company agreeing to be bound by all of the terms and conditions herein, an Insider Letter(ii) any such Transfer shall not involve a disposition for value, which containsand (iii) the Company shall not have any obligation to file, among other things, “amend or update any resale prospectus or prospectus supplement that includes the Subject Securities for purposes of reflecting such Transfer. 2.3 Failure by any Stockholder to comply with the lock-up” restrictions on disposition up provisions contained in Section 2 of securities of the Companythis Agreement with regard to any Transfer shall render such Transfer null and void ab initio, and the Company shall not release may refuse to recognize any such party from purported Transfer of Subject Securities. In any such event, “lock-upstop transfer” restrictions without instructions shall be provided to the prior written consent of Company’s transfer agent regarding the Representatives (which consent may be withheld at Subject Securities. 2.4 Notwithstanding anything to the sole discretion of the Representatives). Notwithstanding the foregoingcontrary set forth herein, the Company may: (a) issue , in its sole discretion and sell the Private Unitsin good faith, (b) issue at any time and sell the Optional Units on exercise from time to time waive any of the option provided for in Section 3 hereof, (c) register with conditions or restrictions contained herein to increase 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 liquidity of Common Stock or securities exchangeable or exercisable if such waiver would otherwise be in the best interests of the development of the public trading market for or convertible into shares of the Common Stock. In any such instance, or any shares the Company will provide each Stockholder with prompt written notice of preferred stock, in each case, that participate in any manner in such waiver by the Trust Account or that vote as a class with the Common Stock on a Business CombinationCompany.

Lock-Up. During The Purchaser hereby agrees that 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”) , the Purchaser will not offer, sell, contract to notsell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, 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 Company. The “put equivalent positionLock-Up Period” 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 any Securities shall mean the Public Unitsperiod starting on the date hereof and ending upon the earliest of (i) or publicly announce any intention to do any the date that is 9 (nine) months after the issuance of such Securities, (ii) November 20, 2012, (iii) a tender offer having been placed for the Common Stock of the foregoing. The Company will cause each that is intended to take control 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 management of the Company, and (iv) M▇. ▇▇▇▇ ▇▇▇▇▇ Rocha selling any Common Stock owned by him or notifying the Company shall not release of his resignation from his position as the Chief Executive Officer of the Company, (v) any such party from such “lock-up” restrictions petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the prior approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Representatives (which consent may be withheld at the sole discretion Board 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 Directors pursuant to the Registration Investor’s Rights AgreementAgreement and after which meeting (or action) there is no Investor Director. The following legend shall be affixed to any certificate representing the Securities until the Lock-Up Period with respect to such securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (THE “LOCK-UP”) PURSUANT TO A SECURITIES PURCHASE AGREEMENT, in accordance with the terms of the Registration Rights AgreementDATED AS OF AUGUST __, the resale of the Insider Shares2011, the Private UnitsCOPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 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; provided2010, furtherOR SOONER, 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 CombinationUNDER CERTAIN CIRCUMSTANCES.

Lock-Up. During Section 2.01 Subject to the period commencing on and including provisions of this Article II, until the date hereof and ending on and including that is the 180th day following fifth anniversary of the date of this Agreement, Agreement (the “Lock-Up PeriodExpiration Date”) to ), the Stockholder agrees that it shall not, without the Company’s prior written consent of the Representatives consent, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly a) 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, make any short sale relating to, or otherwise transfer or dispose of, or announce any of the offering ofSubject Shares, or file publicly disclose the intention to make any registration statement under offer, sale, pledge or disposition (provided, however, that the Securities Act Stockholder shall be permitted to pledge and grant a security interest in, and to publicly disclose the intention to make a pledge of and grant a security interest in, the Subject Shares (including proceeds thereof) in respect ofconnection with financing arrangements), or (b) enter into any swap or other agreement that transfers, in whole or in part, any Unitsof the economic consequences of ownership of the Subject Shares, whether any such transaction described in clauses (a) and (b) is to be settled by delivery of shares of Common Stock, optionsany other security, rights in cash or warrants otherwise (any such action, a “Transfer”). Section 2.02 Notwithstanding anything contained in this Article II to acquire shares the contrary, the Stockholder shall be permitted to Transfer all or any portion of the Subject Shares prior to the Lock-Up Expiration Date (a) to any Affiliate of the Stockholder (an “Affiliate Permitted Transfer”) or (b) in order to maintain the Stockholder’s equivalent percentage beneficial ownership in the 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 at 9.9% of the Company’s officers, directors outstanding shares of Common Stock. No Affiliate Permitted Transfer of any Subject Shares shall be permitted unless and security holders prior until the prospective transferee agrees (i) to become a party to this Agreement and be bound by all the terms and conditions hereof by executing and delivering to the Offering Company, a joinder to furnish this Agreement in customary form, and (ii) that, if such transferee ceases to be an Affiliate of the Stockholder, such transferee shall re-Transfer the Subject Shares back to the RepresentativesStockholder or an Affiliate of the Stockholder. Section 2.03 The restrictions on Transfer set forth in Section 2.01 shall immediately terminate and be of no force or effect upon the first to occur of any of the following (each, prior a “Termination Event”): (a) if two (2) or more members of the Board are elected against the recommendation of the Board or appointed in settlement with an activist stockholder of the Company; (b) the termination of the Amendment #1 to the Initial Closing DateSoftware License and Related Services Agreement (PDF doc #8406), dated as of July 29, 2020, by and between the Company and the Stockholder (the “Cloud Deal Agreement”) pursuant to its terms due to the Company’s breach of any representation, warranty, covenant or agreement of the Company in the Cloud Deal Agreement; (c) the public announcement by the Company that it has entered into an Insider Letteragreement with one or more third parties providing for a merger, which containsconsolidation, among stock or asset sale, or other thingsbusiness combination that, “lock-up” restrictions on disposition if consummated, would result in the acquisition of at least 50% of the outstanding voting securities or assets representing at least 50% of the consolidated assets of the Company and its Subsidiaries (measured by fair market value); or (d) the commencement by a third party of a tender offer or exchange offer which, if consummated, would result in the acquisition of beneficial ownership of at least 50% of the outstanding voting securities of the Company, and in connection with which the Company shall files with the SEC a Schedule 14D-9 with respect to such offer that does not release recommend that the Company’s stockholders reject such offer. Section 2.04 From the date of this Agreement until the earlier of (i) the Lock-Up Expiration Date or (ii) the later of a Termination Event and the date on which the Subject Shares may be Transferred pursuant to Rule 144 (or any such party from such “lock-up” restrictions without the prior written consent similar rule or rules then in effect) of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: SEC: (a) issue To the extent the Transfer of Subject Shares is permitted by this Article II, Subject Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 (or any similar rule or rules then in effect) of the SEC if such rule is available, and sell (iii) subject to the Private Unitsprovisions of Section 2.04(b) below, an exemption from registration under the Securities Act and applicable state securities or Blue Sky laws. (b) issue In connection with the Transfer of any Subject Shares other than a Transfer described in clause (i) or (ii) of Section 2.04(a) above, the holder thereof shall deliver to the Company (i) written notice at least ten (10) days prior to such proposed Transfer describing in reasonable detail the proposed Transfer, and sell (ii) if requested by the Optional Units on exercise Company in writing, prior to the consummation of such Transfer, an opinion of counsel reasonably acceptable to the Company to the effect that such Transfer of Subject Shares may be effected without registration of such Subject Shares under the Securities Act and applicable state securities or Blue Sky laws. The Company shall comply with its obligations under Section 5.1 of the option provided for in Securities Purchase Agreement. Section 3 hereof, (c) register with 2.05 Following the Commission pursuant to the Registration Rights Agreement, in accordance with the terms earlier of the Registration Rights AgreementLock-Up Expiration Date or a Termination Event, for so long as the resale Subject Shares constitute at least 2.00% 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 Company’s outstanding shares of Common Stock, optionsif the Stockholder desires to sell (or otherwise Transfer) any Subject Shares (a “Proposed Transfer”), rights the Stockholder shall first notify the Company (the “Transfer Notice”) of the number of Subject Shares proposed to be sold or warrants otherwise Transferred by the Stockholder (the “Offered Shares”). The Company shall have an option for a period of twenty (20) days from the date the Transfer Notice is given to acquire elect to either (a) repurchase all (and not less than all) of the Offered Shares from the Stockholder at a per share price equal to the Purchase Price (as defined below), or (b) use reasonable best efforts to facilitate a (i) private placement of the Offered Shares to prospective purchasers reasonably acceptable to the Company or (ii) registered underwritten offering of the Offered Shares, which shall include formal participation by the Company’s management in a customary “road show” (including an “electronic road show”) or other similar marketing effort by the Company. The Company may exercise such purchase or resale option and, thereby, purchase or resell all (but not less than all) of the Offered Shares by notifying the Stockholder in writing before expiration of such twenty (20) day period. In the case of an private placement or registered underwritten offering, the Stockholder shall be responsible for all reasonable, documented, out-of-pocket costs and expenses and shall have the right to make the final pricing decision with respect to the Offered Shares to be resold in connection therewith. In the case of a registered underwritten offering, the Stockholder shall complete, execute, acknowledge and deliver such customary selling stockholder questionnaires and other documents, certificates, instruments, representations and warranties and indemnities as may be reasonably requested by the Company or the underwriters in connection with the filing of a registration statement; and the Company and the underwriters shall not be liable to the Stockholder for any loss, claim, damage or liability to the extent that it arises out of or is based upon an untrue statement or omission made in connection with such registration statement, solely in reliance upon and in direct conformity with written information furnished by the Stockholder expressly for use in connection with such registration. The parties shall use reasonable best efforts to complete a private placement or registered underwritten offering, pursuant to Section 2.05(b), within ninety (90) days after the date on which the Company gives notice. If the Company gives the Stockholder notice that it desires to purchase the Offered Shares pursuant to Section 2.05(a), then payment for the Offered Shares shall be by wire transfer, against delivery of the Offered Shares to be purchased at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than ten (10) days after the date the Transfer Notice is given. To the extent that the Company has not exercised its right to repurchase or resell as to all of the Offered Shares before expiration of such twenty (20) day period, or if a private placement or registered underwritten offering is not completed within such ninety (90) day period, then the Stockholder shall be free to sell or otherwise Transfer the Offered Shares; provided, however, that in the event such Offered Shares are not sold within ninety (90) days of the date the Stockholder is free to sell or otherwise Transfer the Offered Shares, they shall once again be subject to the right of first refusal provided herein. The foregoing right of first offer shall not apply to any Transfer of (i) the Subject Shares to an Affiliate of the Stockholder, provided that such Affiliate agrees to be bound by this Section 2.05 by executing and delivering to the Company a joinder to this Agreement in customary form, or (ii) Subject Shares constituting less than 1.00% of the Company’s outstanding 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 six (6)-month period. The term “Purchase Price” shall mean the Trust Account or that vote as a class with greater of (i) the average of the daily volume-weighted average sales price per share of Common Stock on a Business CombinationNASDAQ, as such daily volume-weighted average sales price per share is reported by Bloomberg L.P., calculated to four decimal places and determined without regard to after-hours trading or any other trading outside the regular trading session trading hours, for each of the ten (10) consecutive trading days ending on and including the trading day immediately preceding the closing date of the Company’s purchase of Offered Shares or (ii) the closing price per share of Common Stock on NASDAQ on the trading day immediately preceding such date. This Section 2.05 shall immediately expire on the date that the Company’s common stock is no longer traded on NASDAQ, the Nasdaq Capital Market, the Nasdaq Global Select Market, the NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

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 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 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 (i) The Buyer (and to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(i)(iii), the Permitted Transferee) shall not and shall procure HKCo not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities purchased hereunder or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period commencing on and including of two (2) years from the date hereof and ending on and including the 180th day following the date of this Agreement, Closing Date (the “Lock-Up Period”) to not), without provided that nothing herein shall restrict the prior written consent Buyer or HKCo from pledging any of the Representatives (which consent may be withheld at Securities purchased hereunder with the sole discretion Permitted Transferee and the rights of the RepresentativesBuyer and HKCo under this Agreement shall not be affected by such pledge. FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. (ii) The Buyer (and, to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(i)(iii), the Permitted Transferee) shall and shall procure HKCo to refrain at all times (including with respect to time periods after the expiration of the Lock-Up Period) from selling the New Common Shares to any person or entity that in any manner, directly or indirectly offerindirectly, sell (including is 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 competition 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 except in a genuine open market sale where the Company shall not release any such party from such “lock-up” restrictions without the prior written consent identity of the Representatives (which consent may be withheld at the sole discretion purchaser of the Representatives). Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its agent effecting such sale. (iii) Notwithstanding the foregoing, the Company hereby agrees that the Buyer or HKCo may: , subject to compliance with the rules (a) issue including the Hong Kong Listing Rules), regulations, laws of Hong Kong and sell the Private Units, (b) issue and sell the Optional Units on exercise requirements of the option SEHK, transfer New Common Shares amounting to less than 1,849,547,150 shares (as appropriately adjusted for stock splits, stock consolidation, stock dividends, recapitalizations and the like) of the total nominal share capital of the Company to a permitted transferee as approved in writing by the Board (which shall, for the avoidance of doubt, exclude the Buyer Nominees) prior to such transfer (it being acknowledged by the Company that the identity of one potential transferee indicated prior to the date hereof by the Buyer to the Company has been approved by the Board, subject to the other terms and conditions of this Agreement) (the “Permitted Transferee”) provided, that, as a condition to any such transfer: (A) the Buyer shall inform the Company in writing of the proposed Transfer to the Permitted Transferee before effecting it; (B) the Permitted Transferee shall be a non-PRC incorporated entity, provided that if (1) the Buyer shall have provided the Company in writing with good and valid reason(s) to justify the need to Transfer to a PRC incorporated entity one (1) month prior to such Transfer; and (2) the Company’s Board (which shall, for purposes of this Section 4(i), exclude the Buyer Nominees) determines that such Transfer is not expected to be prejudicial to the interests of, or have an adverse impact on, the Company or its subsidiaries and associated companies (the “Group”) (for the purposes of this sub-paragraph, an “adverse impact” shall include any adverse implication that may arise as a result of such Transfer on the Company or its Group under relevant U.S. technology transfer requirements and/or PRC securities law); and (C) the Permitted Transferee shall furnish the Company with a written agreement in a form satisfactory to the Company similar to that given by the HKCo pursuant to Section 1(c)(ii)(B) (except that references to the “HKCo” in relation to the representations and warranties to the Company and Section 9, as amended in the written agreement to be executed by, inter alia, the HKCo, shall be replaced with references to the “Permitted Transferee” and, in addition, that the Permitted Transferee shall not be entitled to further transfer the Securities to any other person during the remaining period of the Lock-up Period such that the provision relating to transfer to “Permitted Transferee” in Section 3 hereof, (c4(i) register shall not apply). FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Commission pursuant Securities and Exchange Commission. Confidential treatment has been requested with respect 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 Combinationsuch omitted portions.

Lock-Up. During (a) Stockholder will not, during the period commencing on and including the date hereof and ending on and including the 180th day following the date of this the Effective Time of Merger I (as defined in the Merger Agreement) and, subject to the terms set forth herein, ending 180 days after the Effective Time of Merger I (the "Lock-up Period"), (the “Lock-Up Period”1) 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)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 ofindirectly, any Parent Shares, or file (2) enter into any registration statement under the Securities Act swap or other arrangement that transfers to another, in respect ofwhole or in part, 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 economic consequences of ownership of the Company’s officersParent Shares, directors and security holders prior whether any such transaction described in clause (1) or (2) above is 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 be settled by delivery of the CompanyParent Shares, and the Company shall not release any such party from such “lock-up” restrictions without the prior written consent of the Representatives in cash or otherwise. (which consent may be withheld at the sole discretion of the Representatives). b) Notwithstanding the foregoing, (i) if Stockholder is an individual, Stockholder may transfer the Company may: Parent Shares as a bona fide gift or gifts, by will or intestacy to a member or members of his or her immediate family, to a trust of which the undersigned or an immediate family member is the beneficiary, or to a partnership, the partners of which are exclusively the undersigned and/or a member or members of his or her immediate family and/or a charity and (aii) issue if Stockholder is a partnership, limited liability company or corporation, Stockholder may transfer the Parent Shares to any of its partners, members, stockholders or affiliates; provided that in the case of any transfer or distribution pursuant to this subparagraph, each donee or distributee shall sign and sell deliver a lock-up letter substantially in the Private Units, (b) issue and sell the Optional Units on exercise of the option provided for in Section 3 form hereof, . (c) register with If: (i) during the Commission pursuant last 17 days of the Lock-up Period, Parent issues an earnings release or material news or a material event relating to Parent occurs; or (ii) prior to the Registration Rights Agreement, in accordance with the terms expiration of the Registration Rights AgreementLock-up Period, Parent announces that it will release earnings results during the resale 16-day period beginning on the last day of the Insider Shares, Lock-up Period; the Private Units, restrictions imposed by this agreement shall continue to apply until the Private Shares and expiration of the Private Warrants and shares 18-day period beginning on the issuance of Common Stock underlying the Private Units and earnings release or the Private Warrants and (d) issue securities in connection with a Business Combination; provided, further, that in no case shall occurrence of the Company issue any shares of Common Stock, options, rights material news 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 Combinationmaterial event.

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 ▇▇▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇▇▇ & 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 ▇▇▇▇▇▇▇▇ & 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 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 and including the date hereof and ending on and including the 180th day 5.1.1 Except as permitted by Section 5.2, (i) each New Holder agrees that such New Holder shall not Transfer any Common Shares for one hundred eighty (180)-days following the date of this Agreement, Closing Date (the “New Holder Lock-Up Period”) and (ii) each Sponsor Holder agrees that such Sponsor Holder shall not Transfer any Common Shares until the Sponsor Lock-Up End Date (such period, the “Sponsor Holder Lock-Up Period”). The foregoing restriction is expressly agreed to notpreclude each Holder during the applicable Lock-Up Period from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of such Holder’s Common Shares even if such Common Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions during the applicable Lock-Up Period would include without limitation any short sale or any purchase, sale or grant of any right (including, without the prior written consent limitation, any put or call option) with respect to any of the Representatives (which consent may be withheld at the sole discretion Holder’s Common Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Common Shares. The foregoing notwithstanding, each executive officer and director of the Representatives)Company shall be permitted to establish a plan to acquire and sell Common Shares pursuant to Rule 10b5-1 under the Exchange Act; provided, however, such plan does not provide for the Transfer of Common Shares during the applicable Lock-Up Period. 5.1.2 Each Holder also agrees, and the Company agrees and shall cause each director and officer of the Company to agree, that, in connection with each Registration or sale of Registrable Securities pursuant to Section 2.1, Section 2.2 or Section 2.3 conducted as an Underwritten Offering, if requested, to become bound by and to execute and deliver a customary lock-up agreement with the underwriter(s) of such Underwritten Offering restricting such applicable person or entity’s right to (a) Transfer, 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 ofindirectly, any Units, Common Stock, options, rights equity securities of the Company held by such person or warrants entity or (b) enter into any swap or other arrangement that transfers 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 another any of the foregoingeconomic consequences of ownership of such securities during the period commencing on the date of the final Prospectus relating to the Underwritten Offering and ending on the date specified by the underwriters (such period not to exceed ninety (90) days). The Company will cause each terms 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, “such lock-up” up agreements shall be negotiated among the applicable Holders requested to enter into lock-up agreements in accordance with the immediately preceding sentence, the Company and the underwriters and shall include customary exclusions from the restrictions on disposition of securities Transfer set forth therein, including that such restrictions on the applicable Holders shall be conditioned upon all officers and directors of the Company, and the Company shall not release any as well as all 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 foregoingapplicable Holders, 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 being subject 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 Combinationsame restrictions; provided, furtherhowever, that to the extent any Holder is granted a release or waiver from the restrictions contained in no case this Section 5.1.2 and in such Holder’s lock-up agreement prior to the expiration of the period set forth in such Holder’s lock-up agreement, then all applicable Holders shall be automatically granted a release or waiver from the Company issue any shares of Common Stockrestrictions contained in this Section 5.1.2 and the applicable lock-up agreements to which they are party to the same extent, 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 on substantially the Trust Account or that vote same terms as a class with the Common Stock and on a Business Combinationpro rata basis with, the Holder to which such release or waiver is granted. The provisions of this Section 5.1.2 shall not apply to any Holder that holds less than one percent (1%) of then total issued and outstanding Common Shares.

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(a) Notwithstanding any rights provided in Article V, (the “Lock-Up Period”) to a Purchaser shall not, without the Company’s prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives)consent, directly or indirectly indirectly, during the Lock-Up Period (such actions in clauses (i) and (ii) below, “Prohibited Transfers”): (i) sell, offer, sell (including in any short sale)transfer, assign, transfermortgage, pledgehypothecate, contract to sellgift, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act pledge or otherwise dispose of, enter into or announce the offering ofagree to enter into any contract, option or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights other arrangement 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 understanding with respect to the Public Units) sale, transfer, assignment, mortgage, hypothecation, gift, pledge or publicly announce any intention to do similar disposition of (any of the foregoing. The Company will cause each , a “Transfer”), any 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, Notes or any shares of preferred stockCompany Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes, in each case, that participate other than any Permitted Transfer; or (ii) enter into or engage in any manner hedge, swap, short sale, derivative transaction or other agreement or arrangement that transfers to any Third Party, directly or indirectly, in whole or in part, any of the economic consequences of ownership of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes; provided that a Purchaser and its Affiliates may enter into or engage in any swap, put or collar agreement in respect of Company Common Stock not issuable or issued upon conversion or repurchase by the Company of any of the Notes so long as such activities are conducted in the Trust Account ordinary course of business and do not result in such Purchaser and its Affiliates holding a net short position, as determined excluding the Notes or that vote as a class with the any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of any of the Notes. (b) Following the Lock-Up Period, a Purchaser shall not transfer any of the Notes or any shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes to any of its Affiliates that did not execute and deliver to the Company a Joinder becoming a Purchaser party to this Agreement and a Confidentiality Agreement or did not deliver to the Company a duly completed and executed IRS Form W-9 or W-8 (or equivalent tax form). (c) Any purported Prohibited Transfer in violation of this Section 4.02 shall be null and void ab initio. (d) Notwithstanding the foregoing, a Purchaser (or a controlled Affiliate of such Purchaser) shall be permitted to mortgage, hypothecate, and/or pledge the Notes and/or the shares of Company Common Stock issuable or issued upon conversion of the Notes in respect of one or more bona fide purpose (margin) or bona fide non-purpose loans (each, a “Permitted Loan”). Any Permitted Loan entered into by a Purchaser or its controlled Affiliates shall be with one or more financial institutions and nothing contained in this Agreement shall prohibit or otherwise restrict the ability of any lender (or its securities affiliate) or collateral agent or trustee to foreclose upon and sell, dispose of or otherwise transfer the Notes and/or shares of Company Common Stock (including shares of Company Common Stock received upon conversion or repurchase by the Company of the Notes following foreclosure on a Business Combination.Permitted Loan) mortgaged, hypothecated and/or pledged to secure the applicable obligations of the borrower following an event of default under a Permitted Loan. Notwithstanding the foregoing or anything to the contrary herein, in the event that any lender or other creditor under a Permitted Loan transaction (including any agent or trustee on their behalf) or any affiliate of the foregoing exercises any rights or remedies in respect of the Notes or the shares of Company Common Stock issuable or issued upon conversion or repurchase by the Company of the Notes or any other collateral for any Permitted Loan, no lender, creditor, agent or trustee on their behalf or affiliate of any of the foregoing (other than, for the avoidance of doubt, a Purchaser or any of its Affiliates) shall be entitled to any rights or have any obligations or be subject to any transfer restrictions or limitations hereunder (including the rights or benefits provided for in Section 4.06) except and to the extent expressly provided for in Article V. (e) Notwithstanding anything in this Agreement or elsewhere to the contrary, any sale of Notes or Common Stock pursuant to Article V shall be subject to any applicable limitations set forth in this Section 4.02 and Article V.

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 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 Purchaser hereby agrees that 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”) , the Purchaser will not offer, sell, contract to notsell, pledge or otherwise dispose of, directly or indirectly, any shares of Securities or securities convertible into or exchangeable or exercisable for any shares of Securities, 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 Company. The “put equivalent positionLock-Up Period” 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 any Securities shall mean the Public Unitsperiod starting on the date hereof and ending upon the earliest of (i) or publicly announce any intention to do any the date that is 9 (nine) months after the issuance of such Securities, (ii) November 20, 2012, (iii) a tender offer having been placed for the Common Stock of the foregoing. The Company will cause each that is intended to take control 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 management of the Company, and (iv) ▇▇. ▇▇▇▇ ▇▇▇▇▇ Rocha selling any Common Stock owned by him or notifying the Company shall not release of his resignation from his position as the Chief Executive Officer of the Company, (v) any such party from such “lock-up” restrictions petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, having been filed by or against, consented to, or acquiesced by the Company or if any proceeding for the dissolution or liquidation of the Company having been instituted, (vi) the Company having taken any action set forth in Section 8.2 of the Investor’s Rights Agreement without the prior approval of Purchaser or the Investor Director and (vii) the shareholders of the Company having failed to appoint as a member of the Board of Directors the Purchaser’s nominee at any meeting (or in any action by written consent in lieu of a meeting) held for the election of directors at any time that Purchaser is entitled to nominate a member of the Representatives (which consent may be withheld at the sole discretion Board 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 Directors pursuant to the Registration Investor’s Rights AgreementAgreement and after which meeting (or action) there is no Investor Director. The following legend shall be affixed to any certificate representing the Securities until the Lock-Up Period with respect to such securities has terminated: THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER (THE “LOCK-UP”) PURSUANT TO A SECURITIES PURCHASE AGREEMENT, in accordance with the terms of the Registration Rights AgreementDATED AS OF AUGUST __, the resale of the Insider Shares2011, the Private UnitsCOPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY OF THE COMPANY. THE LOCK-UP WILL EXPIRE ON NOVEMBER 20, 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; provided2010, furtherOR SOONER, 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 CombinationUNDER CERTAIN CIRCUMSTANCES.

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 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 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 and the Private Warrants and shares of Common Stock Class A Ordinary Shares 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 Stockordinary shares, options, rights or warrants to acquire ordinary shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockordinary shares, or any shares of preferred stockpreference , 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 (a) Except as provided in Section 1.01(b), from the date of this AgreementClosing to the date that is six months after Closing, (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 Holder agrees that it shall not offer, sell, contract to sell (including in any short sale), assign, transfer, pledge, contract to sellhypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose ofof or transfer, or announce the offering ofgrant any rights with respect to, directly or file any registration statement under the Securities Act in respect ofindirectly, any Units, Common Stock, options, rights or warrants to acquire shares of Company Common Stock or securities convertible into or exchangeable or exercisable for or convertible into any shares of Common Stock (Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other than is contemplated by this Agreement with respect to the Public Units) arrangement that transfers, in whole or publicly announce any intention to do in part, any of the foregoing. The Company will cause each economic consequences of ownership of the Company’s officersCompany Common Stock, directors and security holders prior whether any such aforementioned transaction is 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 be settled by delivery of the CompanyCompany Common Stock or such other securities, and in cash or otherwise, or publicly disclose the Company shall not release intention to make any such party from offer, sale, pledge or disposition, or to enter into any such “lock-up” restrictions without transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Representatives (Company, which consent may be withheld at in the Company’s sole discretion discretion. (b) Notwithstanding Section 1.01(a), from the date that is 30 days after Closing to and including the date that is six months after the date of Closing: (i) The Holder may sell up to an aggregate of 25% of the Representatives). Notwithstanding Registrable Securities held by such Holder (the foregoing“Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; provided, however, that the Company may: (a) issue and sell , in its sole discretion, increase the Private Units, (b) issue and sell Aggregate Threshold Amount if requested by the Optional Units on exercise of the option provided for Requesting Holders in Section 3 hereof, (c) register connection with the Commission pursuant Initial Demand Registrations; provided further that if a party to the Registration Rights Agreement elects not to participate in an Initial Demand Registration or a participant in an Initial Demand Registration elects not to sell a number of Registrable Securities equal to such holder’s Aggregate Threshold Amount, then Holder may elect to sell an additional number of Registrable Securities held by such Holder in such Initial Demand Registration so long as the total number of Registrable Securities sold by all participants in the Initial Demand Registrations does not exceed 25% of the Registrable Securities in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement; and (ii) The Holder may sell up to an aggregate amount of Shares no greater than the Aggregate Threshold Amount (after taking into account any sale made pursuant to clause (i) above) pursuant to (a) non-underwritten resales under the Registration Statement, subject to the delay and suspension rights set forth in accordance with the terms Section 2.03 of the Registration Rights Agreement, or (b) any other applicable exemption from the resale registration requirements of the Insider SharesSecurities Act. (c) From the date of Closing to and including the date that is 30 days after Closing, the Private UnitsCompany agrees that it shall not offer, sell, contract to sell, grant any option, right or warrant for 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 sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise grant any rights with a Business Combination; providedrespect to, furtherdirectly or indirectly, that in no case shall the Company issue any shares of Common Stock, options, rights or warrants to acquire shares of Company Common Stock or securities convertible into or exchangeable or exercisable for or convertible into shares of Common Stock, or any shares of preferred stockCompany Common Stock or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, that participate in any manner in the Trust Account prior written consent of the Majority Holders; provided, however, the Company shall not be required to obtain the written consent of the Majority Holders for (A) issuance of Company Common Stock upon (1) exercise of options, (2) settlement of performance share units, (3) vesting of restricted shares, (4) vesting of shares issued at the election of a participant or that vote as a class with matching contribution under employee 401(k) plans, (5) the vesting of deferred stock units, (6) settlement of phantom units and (7) elections under employee stock purchase programs, in each case, granted under the Company’s benefit and compensation plans as in effect on the date of this Agreement and (B) the issuance of Company Common Stock Stock, restricted stock, stock options, performance share units, phantom units, or other stock performance awards under the Company’s benefit and compensation plans as in effect on a Business Combinationthe date of this Agreement or under any Company employee benefit plan.

Lock-Up. During (a) Liberty and each Electrum Group Holder hereby agrees that, if required by the managing underwriter, it will not, during the period commencing on and including the date hereof of the final prospectus relating to the Company’s initial public offering (the “IPO”) and ending on and including the 180th day following the date of this Agreementspecified by the Company and the managing underwriter (such period not to exceed l80 days, (which period may be extended upon the “Lock-Up Period”) to not, without the prior written consent request of the Representatives (which consent may be withheld at managing underwriter for an additional period of up to 15 days if the sole discretion Company issues or proposes to issue an earnings or other public release within 15 days of the Representativesexpiration of the 180 day lock-up period), lend, offer, pledge, Contract to sell, sell any option or Contract to Transfer, purchase any option or Contract to sell, grant any option, right or warrant to purchase, or otherwise Transfer, directly or indirectly offerindirectly, sell (including in any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within shares of Equity Securities Beneficially Owned immediately before the meaning effective date of Rule 16a-1(h) under the Exchange Act or otherwise dispose of, or announce the offering of, or file any registration statement under for such offering. The foregoing provisions of this Section 3.06 shall not apply to the sale of any Equity Securities Act to an underwriter pursuant to an underwriting agreement and shall only be applicable to Liberty and the Electrum Group Holders if all officers, directors and stockholders of more than five percent of the Company’s outstanding Equity Securities are subject to the same restrictions. The underwriters in respect ofconnection with such registration are intended third party beneficiaries of this Section 3.06 and shall have the right, any Unitspower and authority to enforce the provisions hereof as though they were a party hereto. (b) Liberty further agrees (i) to execute such agreements as may be reasonably requested by the Company or the underwriters in connection with such registration that are consistent with this Section 3.06 or that are necessary to give further effect thereto; and (ii) if requested by the Company or the underwriters to use its commercially reasonable efforts to provide, Common Stockwithin five Business Days of such request, optionssuch information as may be required by the Company or the underwriters in connection with the completion of the IPO. (c) In order to enforce the foregoing covenant, 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 the Company may impose stop-transfer instructions with respect to the Public Units) or publicly announce any intention to do any shares 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, Equity Securities Beneficially Owned by Liberty and the Company shall not release any Electrum Group Holders (and transferees and assignees thereof) until the end of 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 Combinationrestricted 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 Representative, (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly 1) offer, sell (including in any short sale)sell, assigncontract to sell, transfer, pledge, contract hypothecate, grant any option to sellpurchase or otherwise dispose of or hedge (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by 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 Units, shares of Common Stock, optionsWarrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Units, Common Stock or Warrants, Common Stock issuable upon exercise of the Warrants or any securities convertible into or exercisable or exchangeable for Common Stock or Warrants or other rights to purchase Common Stock or warrants any such securities, whether any such transaction is to acquire shares be settled by delivery of Common Stock or securities exchangeable such other securities, in cash or exercisable for otherwise; or convertible into shares of Common Stock (other than is contemplated by this Agreement with respect 3) publicly announce an intention to the Public Unitseffect any such transaction in (1) or publicly announce any intention to do any (2), 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, directors and security holders prior to the Offering to furnish to the Representativesprovided, prior to the Initial Closing Datehowever, 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: (aA) issue and sell the Private UnitsUnderwritten Securities to the Underwriters in accordance with this Agreement, (bB) issue and sell the Optional Units Sponsors’ Warrants in accordance with the Warrant Subscription Agreement, (C) issue and sell the Option Securities on exercise of the option provided for Over-Allotment Option in Section 3 hereofaccordance with this Agreement, and (cD) register with the Commission pursuant to the Registration Rights Agreement, and in accordance with the terms of the Registration Rights Agreement, the resale of the Insider SharesFounders’ Securities, the Private UnitsSponsors’ Warrants, the Private Shares and the Private Warrants and shares of Common Stock underlying the Private Units Founders’ Warrants 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 CombinationSponsors’ Warrants.

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 ▇▇▇▇▇’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 From the period commencing on and including Closing Date to the date hereof and ending on and including that is 180 days after the 180th day following the date of this Agreement, Closing Date (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 each Holder agrees that it shall not offer, sell, contract to sell (including in any short sale), assign, transfer, pledge, contract to sellhypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose ofof or transfer, or announce the offering ofgrant any rights with respect to, directly 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 securities convertible into or exchangeable or exercisable for or convertible into any shares of Common Stock (Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other than is contemplated by this Agreement with respect to the Public Units) arrangement that transfers, in whole or publicly announce any intention to do in part, any of the foregoing. The Company will cause each economic consequences of ownership of the Company’s officersCommon Stock, directors and security holders prior whether any such aforementioned transaction is 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 be settled by delivery of the CompanyCommon Stock or such other securities, and in cash or otherwise, or publicly disclose the Company shall not release intention to make any such party from such “lock-up” restrictions without transfer, without, in each case, the prior written consent of the Representatives (Company, which consent may be withheld in the Company’s sole discretion; provided, however, such Holder may, without the Company’s consent, transfer or assign any shares of Common Stock to any of its Affiliates (each such person, a “Permitted Transferee” and such transfer or assignment a “Permitted Transfer”); provided, further, that at the sole discretion time of and as a condition to any Permitted Transfer, each Permitted Transferee shall execute a joinder to this Agreement agreeing to be bound by the Representatives)terms hereof with respect to the Common Stock transferred or assigned in such Permitted Transfer. Notwithstanding the foregoing, the Company may: each Holder 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 purchased by such Holder on the Private Units and open market; (b) effectuate a distribution of all or part of the Private Warrants its shares of Common Stock to one or more of its equity owners, which may in turn distribute such shares of Common Stock to the limited partners or beneficial owners of such equity owners; and (dc) issue securities in connection with a Business Combination; provided, further, that in no case shall the Company issue any transfer shares of Common Stock, options, rights : (i) as a bona fide gift or warrants to acquire shares of Common Stock or securities exchangeable or exercisable for or convertible into shares of Common Stockgifts, or for bona fide estate planning purposes; (ii) by will or intestacy; (iii) to any shares trust for the direct or indirect benefit of preferred stockthe undersigned or the immediate family of the undersigned, in each caseor if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Section 2.4, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin); (iv) to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv) above; (vi) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; and (vii) to any investment fund or other entity controlled or managed by the undersigned; provided, however, that participate in any manner in the Trust Account case of any transfer or that vote as distribution pursuant to clauses (b) or (c)(i) through (c)(vii) above, such transfer shall not involve a class with disposition for value and each donee, devisee, transferee or distributee must sign and deliver a lock-up agreement to the Common Stock on Company substantially in the form of this Section 2.4 for a Business Combinationperiod not to exceed the Lock-Up Period.

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 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 submit 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 UnitsSecurities) 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 may (i) effect the prior written consent of the Representatives transactions contemplated hereby; (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (aii) 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; (diii) file any registration statement on Form S-8 or a successor form thereto relating to the Common Stock granted pursuant to or reserved for issuance under the stock-based compensation plans of the Company referred to in clause (ii); (iv) issue Common Stock pursuant to the conversion of securities or the exercise of options or warrants, which securities, options or warrants are outstanding on the date hereof and described in the General Disclosure Package or upon exercise of the Pre-Funded Warrants or Common Warrants issued hereby; (v) offer and issue Common Stock pursuant to the Open Market Sale AgreementSM, dated as of March 19, 2025, between the Company and ▇▇▇▇▇▇▇▇▇ LLC (the “Sales Agreement”), provided no sales shall be made under the Sales Agreement until 30 days after the date hereof; (vi) issue Common Stock or other securities to a third party in connection with a Business Combination; providedbona fide commercial relationship (including strategic partnerships, furtherjoint ventures, marketing or distribution arrangements, collaboration agreements or acquisition or license of any business products, technology or intellectual property) or any bona fide acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that in no case shall the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5.0% 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 provided further that it shall be a condition to the sale, issuance or transfer of shares of any such securities that the transferee executes and delivers to the Representative, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of Exhibit III hereto, and otherwise satisfactory in form and substance to the Representative, and provided further that such Common Stock 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 Lock-Up Period; and (vii) adopt a new equity incentive plan or amend a current 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 or amended equity incentive plan, and issue securities pursuant to such new or amended 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 or amended equity incentive plan satisfies the transaction requirements of General Instruction A.1 of Form S-8 under the Securities Act and (2) this clause (vii) shall not be available unless each recipient of 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, pursuant to such new or amended equity incentive plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during the remainder of preferred stockthe Lock-Up Period. The Company will cause each person and entity listed in Schedule E to furnish to the Representative, in each caseat the date of this Agreement, that participate in any manner a “lock-up” agreement, substantially in the Trust Account or form of Exhibit III hereto. In addition, the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that vote as a class with the Common Stock on a Business Combinationare bound by such “lock-up” agreements.