Common use of Lockup Clause in Contracts

Lockup. (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without Without the prior written consent of the Conflicts CommitteeCompany, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (except as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; providedspecifically provided below, that such restrictions each GSO Fund shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”each GSO Fund shall cause its Affiliates not to)) , during the period commencing on the date hereof and (B) permitted after ending on the fifth second anniversary of the date of the Anadarko Closing, (x) offer, 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 (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (a) transfer any Securities (or any securities convertible into or exercisable for Securities) to any limited partner of any investment fund, member of any limited liability company or limited or general partner of any general or limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (b) transfer Securities to the Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof in accordance with Section 4.2(a)(iii). (iii) Following and end on the fifth second anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for . For the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% none of the Company Common Stock, restrictions or limitations imposed on each of the buyer must either (x) agree GSO Funds or its Affiliates pursuant to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), 2.4 shall apply with respect to the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation LawOffered Stock.

Lockup. Each of the Holders hereby agrees, beginning 60 days (iextended for any period during a Suspension Notice during the first 60 days) For a following the Closing Date (as defined in the BCE Exchange Agreement), to not effect any public sale or distribution (including any sales pursuant to Rule 144) of equity securities of Motient, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period of two (2) years beginning on the effective date hereof of any primary underwritten registered public offering of equity securities of Motient or securities convertible or exchangeable into or exercisable for equity securities of Motient (except as part of such underwritten registration), unless the underwriters managing such registered public offering otherwise consent in writing, and the Holders will deliver an undertaking to the managing underwriters (if requested) consistent with this covenant (in each case, a “Lockup Period”). Notwithstanding the foregoing, no member the Holders shall not be obligated to comply with the provisions of the GE Group shall Transfer or agree to Transfer this Section 2.1, (i) more than two times in any shares of Company Common Stock to any Person that is not an Affiliate of GE12-month period, unless approved by the Conflicts Committee. and (ii) Following the expiration unless all officers and directors of the Lockup PeriodMotient, no member and holders of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15more than 6% of the total combined voting power of all Common Shares then outstanding are also subject to a Lockup Period on the outstanding shares same terms as the Holders. If Acquired Shares are transferred to the shareholders of Company Common Stock following BCE (or, if BCE is no longer a public company, the public parent entity that controls BCE) in accordance with Section 5.1(h) hereof, such Transfer; providedtransferees shall not be bound by this Section 2.1. Notwithstanding the foregoing, that such restrictions this Section 2.1 shall not apply to Transfers any Holder (A) pursuant to widely distributed public offerings or transferee of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof any such Holder in accordance with Section 4.2(a)(iii). 5.1 hereof) who does not own or have the right to acquire or vote with respect to Common Shares consisting of, in the aggregate, more than six percent (iii6%) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) total combined voting power of all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained hereinShares then outstanding. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section Solely for purposes of Section 203 of calculating the Delaware General Corporation Lawsix percent (6%) in the preceding sentence, each Holder shall be considered individually and not in the aggregate with its permitted transferees.

Lockup. (i) For a period Subject to clause (ii) below, the Company agrees not to effect any public sale or distribution of two any Registrable Securities or any similar securities, or any securities convertible into or exchangeable or exercisable for Registrable Securities or such similar securities (2) years beginning other than any such sale or distribution pursuant to registrations on Form S-4 and Form S-8), commencing on the date hereof the Company receives a request from any Holder under Section 9.3(a) and continuing until 120 days after the commencement of the related underwritten offering under Section 9.3(a) (the “"Lockup Period”"), no member of where the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committeemanaging underwriter so requests. (ii) Following Notwithstanding anything to the expiration of the Lockup Periodcontrary in clause (i) above, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings nothing in this Section 9.3(b) shall prevent or impair the ability of shares other security holders of the Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after holding securities of the fifth anniversary Company that give them, as of the date hereof in accordance of this Agreement, demand registration rights with Section 4.2(a)(iii). (iii) Following respect to Registrable Securities from exercising their demand registration rights at any time during the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions Lockup Period and (B) if such at any time during the Lockup Period the Company proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement under the Securities Act on any form (other than a Form S- 4 or S-8 or any similar successor form or any other registration statement relating to an exchange offer does not result in or offering of securities solely to the buyer owning 100% Company's existing security holders or employees), then the registration request of the Company Common Stock, the buyer must either Holder requesting registration pursuant to Section 9.3(a) shall be deemed to be an incidental registration in accordance with Section 9.4 and (x) agree such registration shall not count as one of the two registration requests available to assume GE’s obligations under this Agreement or such Holder pursuant to Section 9.3(a) and (y) enter into a stockholders agreement with if the Company containing substantially offering resulting from such registration shall be reduced in size for any reason, such reduction shall not be made from the same terms and conditions as those contained herein. In connection with Registrable Securities of any Transfer permitted by this Holders entitled to register securities pursuant to Section 4.2(a)(iii9.3(a), but shall be made from the Company Board allocations of all other parties (including, for including the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation LawCompany) registering their securities.

Lockup. (ia) For Each Holder agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement with respect to any Merger Issuance Shares in any Public Sale during the period of two (2) years beginning on the date hereof (from the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-offEffective Time” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); provided, that the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following the Effective Time with the prior approval of the majority of the independent trust managers of the Board. (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction or (2) otherwise disposition of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, however, that in each such case, the transferred Merger Issuance Shares shall be subject to all of its shares the provisions of Class A Common Stock (after exchanging this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditionsrestrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 shall not prohibit or restrict: (Ai) any disclosure by any Holder in a Schedule 13D or 13G under the buyer must make an offer to purchase all shares Exchange Act of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement its beneficial ownership of any Merger Issuance Shares or (y) enter into its general intent to dispose of any Merger Issuance Shares (which stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, other than the distribution of such shares to the owners of the Holder), subject to its compliance with this Section 1.13, from time to time; or (ii) any Holder from exercising its rights under this Agreement to require the Company to file a stockholders agreement registration statement under the Securities Act to register all or any part of the Merger Issuance Shares for resale at any time after the six month anniversary hereof. (d) Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be subject to material compliance with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by restrictions set forth in this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law1.13.

Lockup. (i) For a period Holder and each of two (2) years beginning on Holder’s transferees agrees, in connection with the date hereof (the “Lockup Period”), no member first registration of the GE Group shall Transfer Company’s securities under the 1933 Act, upon the Company’s request or agree the request of the underwriters managing any underwritten offering of the Company’s securities, not to Transfer (a) lend, 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 or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are then owned by Us or are thereafter acquired) or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member economic consequences of ownership of the GE Group shallCommon Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the Company’s prior written consent or the prior written consent of such underwriters, as the Conflicts Committeecase may be, Transfer for such period of time (not to exceed 180 days or agree such other period as may be requested by the Company or the underwriters to Transfer any shares accommodate regulatory restrictions on (i) the publication or other distribution of Company Common Stock to a Person research reports and (that is ii) analyst recommendations and opinions, including, but not an Affiliate of GElimited to, the restrictions contained in NASD Rule 2711(f)(4) or group (NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) from the effective date of such registration as such term is used in Section 13(d) of the Exchange Act) if such Person Company or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transferunderwriters may specify; provided, however, that such restrictions shall not apply to Transfers all (Ax) pursuant to widely distributed public offerings the Company’s officers and directors and (y) the Company’s stockholders holding three percent (3%) or more of shares of Company the Company’s total outstanding Common Stock (including pursuant treating all the Company’s convertible, exercisable and exchangeable securities on an as-if converted to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated basis) are bound by agreements that are no less restrictive. The underwriters in connection with the Company’s initial public offering are intended third party subject beneficiaries of this Lock-Up Agreement and shall have the right, power and authority to enforce the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of provisions hereof as though they were a party hereto. Holder agrees that the Company Common Stock, may instruct the buyer must either (x) agree Company’s transfer agent to assume GE’s obligations under place stop-transfer notations in its records to enforce the provisions of this Lock-Up Agreement or (y) enter into a stockholders agreement with until the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance end of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawsuch period.

Lockup. (a) (i) For a In the case of each Shareholder Party listed on Exhibit B hereto, during the period of two (2) years beginning on the Closing Date and continuing to and including the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE180 days after the Closing Date, unless approved by the Conflicts Committee. and (ii) Following in the expiration case of each Shareholder Party listed on Exhibit C hereto, during the Lockup Period, no member of period beginning on the GE Group shall, without Closing Date and continuing to and including the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (date that is not an Affiliate the earlier of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted one year after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions Closing Date and (B) if such offer does not result in the buyer owning 100% last sale price of the Company Common StockOrdinary Shares equals or exceeds $12.00 per share (to be adjusted appropriately in the event the Company does not effect a stock split prior to the Effective Time in order to cause the Company Share Value to equal $10.00) (as adjusted after the Closing for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date (in each case, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii“Lock-Up Period”), each such Shareholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares (other than the Company Board Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants), or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the foregoing, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Shareholder Parties 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 the covered shares even if such covered shares would be disposed of by someone other than such Shareholder Parties. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, for the avoidance of doubtwithout limitation, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 any put or call option) with respect to any of the Delaware General Corporation Lawcovered shares or with respect to any security that includes, relates to, or derives any significant part of its value from such covered shares.

Lockup. (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco the Company similar to those between GE and Newco the Company contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (i) For a period of two twelve (212) years beginning on months following the date hereof (hereof, except as otherwise agreed to by the “Lockup Period”)vote of a majority of the Board, no member of the GE Group Stockholder shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GESecurities, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, however, that such restrictions the restriction contained in this Section 2.1 shall not apply to (a) those Transfers set forth on Schedule B, annexed hereto, or (Ab) pursuant a Transfer to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary Permitted Transferee of the date hereof Transferring Stockholders, in accordance with each case, only if the Transferee in respect of such Transfer executes a Joinder Agreement to this Agreement in the form attached hereto as Exhibit A, whereby it agrees to be bound by terms of this Agreement, including, without limitation, this Section 4.2(a)(iii). (iii) Following 2.1. Nothing in this Section 2.1 shall create any obligation on the fifth anniversary part of the date hereofBoard, the GE Group Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be permitted to Transfer (1) all the equivalent percentage of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held Securities owned by each such Other Stockholder for as the same consideration (including, for the avoidance percentage of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated Securities owned by such CityNet Holder represented by the Transaction Documents) and Securities that were Transferred pursuant to such Board approval, provided that any Transfer by Other Stockholders pursuant to this sentence shall be on otherwise terms that are substantially the same terms (or more advantageous to the Transferring Other Stockholder) and conditions and (B) if such offer does not result for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in the buyer owning 100% each case that a CityNet Holder Transfers Securities with approval of the Company Common Stock, the buyer must either (x) agree Board pursuant to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii)2.1, the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 shall notify each of the Delaware General Corporation LawOther Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.

Lockup. (i) For This Section 4 (e) Lock­Up shall apply only to the New Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) The Buyer (and to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(e)(iv), the Permitted Transferee) shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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 of two (2) years beginning on from the date hereof Closing Date (the “Lockup Lock­Up Period”), no member provided that nothing herein shall restrict the Buyer from pledging any of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by Securities purchased hereunder with the Conflicts Committee. (ii) Following Permitted Transferee and the expiration rights of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions Buyer under this Agreement shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii)be affected by such pledge. (iii) Following The Buyer (and, to the fifth anniversary extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(e)(iv), the Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the date hereof, Lock­Up Period) from selling the GE Group shall be permitted New Common Shares to Transfer (1) all of its Paired Interests any person or entity that is a Competitor (as defined below) of the Company or a member of the Competitor’s Group (as defined below), except in a genuine open market sale where the identity of the purchaser of the Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its agent effecting such sale and provided that the number of Common Shares that the Buyer is permitted to sell in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does open market shall not result in the buyer owning 100exceed 1% of the issued share capital of the Company Common Stockat the relevant time during any 30­day period. For the purpose of this Section 4(e), “Competitor” means (a) the buyer must either leading ten (x10) agree companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to assume GE’s obligations under this Agreement the most recent data of Gartner and/or iSuppli as at the Closing Date, or (yb) enter into a stockholders agreement with the Company containing substantially leading ten (10) semiconductor manufacturing companies in the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), PRC according to the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 most recent data of the Delaware General Corporation LawMinistry of Industry and Information Technology of the PRC or other institutions under its supervision (such as but not limited to the China Semiconductor Industry Association) as at the Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any subsidiaries of the Competitor’s holding company.

Lockup. Each Holder agrees, in connection with any registration by the Company of its securities for sale to the general public in an underwritten offering (i) For a period of two (2) years beginning on whether or not the date offering is pursuant to Section 5 hereof (the “Lockup Period”and whether or not such Holder is participating in such offering), no member that, upon request of the GE Group shall Transfer underwriters managing any such offering, such Holder will agree in writing not to sell, make short sales of or agree to Transfer otherwise dispose of any shares of Company Common Stock to any Person Registrable Securities (other than that is not an Affiliate of GE, unless approved by included in the Conflicts Committee. (iiregistration) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of such underwriters for such period of time as may be reasonably requested by the Conflicts Committeeunderwriters. The period of time that the lockup shall apply to the Holders shall not extend for more than ninety (90) days following the effective date of the applicable registration statement and shall commence on (a) if the Holders have or are offered the right to participate in such offering as provided or contemplated by Section 3 with the priority provided or contemplated by Section 4.1(a), Transfer or agree to Transfer any shares of Company Common Stock to a Person (that the date on which the preliminary prospectus is first distributed in connection with such offering, provided, if the applicable registration statement is not an Affiliate declared effective within thirty (30) days after the commencement of GE) or group (as such term is used in Section 13(d) of period, the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions lockup shall not apply to Transfers from the end of such thirty (A30) pursuant to widely distributed public offerings of shares of Company Common Stock day period until the applicable registration statement is declared effective, or (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)b) and (B) permitted after the fifth anniversary of otherwise, the date hereof on which the applicable registration statement is declared effective. Notwithstanding anything in accordance with this Section 4.2(a)(iii). (iii) Following 12.1 to the fifth anniversary of the date hereofcontrary, the GE Group obligations under this Section 12.1 shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject apply only to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by extent that each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, executive officer and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% director of the Company holding Common StockStock of the Company, holders of 5% or more of the buyer must either Company's Common Stock who are Affiliates of the Company and other participants in such registration (xcollectively the "Lockup Persons") agree to assume GE’s obligations under this Agreement or (y) shall enter into similar lockup agreements that are no more favorable to such Lockup Persons than those applicable to the Holders and which have a stockholders agreement with duration the same as that applicable to the Holders. In the event that the Company containing substantially or the same terms and conditions as those contained herein. In connection with managing underwriter(s) shall release any Transfer permitted by this Section 4.2(a)(iii)such Lockup Persons from the requirements of any such lockup agreement, the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Laweach Selling Holder shall be entitled to a corresponding pro rata release from its lockup.

Lockup. (i) For a good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller agrees, for the benefit of the Company and Purchaser, as follows: A. During the period of two (2) years beginning on the date hereof and ending on the earlier of (i) the date that the Seller owns less than two (2%) percent of the issued and outstanding “Company Securities” (which for purposes hereof shall mean less than two (2%) of the fully-diluted shares of Common Stock held by Seller (and any Affiliates), including, in the numerator, all Common Stock, Preferred I Stock, and Preferred H Stock, held by the Seller (and any Affiliates) and, in the denominator, all Common Stock and stock of any other class of the Company then convertible into Common Stock held by all stockholders, in each case on an “as converted” basis for purpose of such calculation (ii) the twelve month anniversary of the date of this Agreement (the “Initial Lockup Period”), no member ; and B. For a further period (the “Additional Lockup Period”) of up to one hundred and eighty (180) days following the occurrence of any of the GE Group shall Transfer or agree following events (each, a “Lockup Extension Event”) with respect to Transfer any shares of Company the Common Stock (and provided for greater certainty that the Additional Lockup Period shall only apply to any Person the extent that is not an Affiliate Initial Lockup Period would terminate prior to the 180th day after the Lockup Extension Event): (1) the date of GE, unless approved a final prospectus filed by the Conflicts Committee. (ii) Following Company with the expiration Securities and Exchange Commission in connection with a public offering in which the Company receives gross proceeds of the Lockup Period, no member of the GE Group shallat least $5.0 million, without the prior written consent of the Conflicts Committeeunderwriter or placement agent (lead manager or book runner); and (2) upon request of the underwriter(s) or placement agent (lead manager or book runner), Transfer the date of closing of a private placement of the Company’s securities in which the Company receives gross proceeds of at least $5.0 million, without the prior written consent of the Company and the underwriter or agree placement agent (lead manager or book runner); and (3) the date of filing with the Securities and Exchange Commission of any Current Report on Form 8-K or press release (whichever is sooner) announcing a material acquisition (defined as any acquisition requiring the filing of audited or pro-forma financial statements), without the prior written consent of the Company and the acquired company and provided that any such acquisition is permitted under the terms of the Agreement of which this Rider is a part; Seller shall not, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to Transfer sell, or otherwise dispose of, any (i) shares of Common Stock, (ii) shares of Series H or Series I Preferred Stock or (iii) shares of Common Stock into which the Series H or Series I Preferred Stock is convertible, in each case, which were received as consideration by the Seller in connection with this Agreement (the “Restrained Shares”) (ii) enter into any swap, hedge or other agreement or arrangement that transfers in whole or in part, the economic risk of ownership of any Restrained Shares or (iii) engage in any short selling of any Restrained Shares C. In addition to the Initial Lockup Period and any Additional Lockup Period (as defined above) the Seller hereby agrees that it will not, without the prior written consent of the managing underwriter or placement agent for any registered offering of any Company Securities (the “Offering Lockup” and together with the Initial Lockup Period or any Additional Lockup Period, the “Lockup Period), during the period commencing on the date of the final prospectus relating to the registration by the Company for its own behalf of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed ninety (90) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto), (i) lend; 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; or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to a Person another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (that is not an Affiliate of GEi) or group (as such term ii) above is used in Section 13(d) to be settled by delivery of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; providedor other securities, that such restrictions in cash, or otherwise. The foregoing provisions of this paragraph shall not apply to Transfers (A) the sale of any shares to an underwriter pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant an underwriting agreement, and shall be applicable to “spin-off” the Seller only if all officers and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary directors of the date hereof in accordance with Section 4.2(a)(iii). Company are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than five percent (iii5%) Following the fifth anniversary of the date hereofCompany’s outstanding Common Stock. The Seller further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this paragraph or that are necessary to give further effect thereto. Notwithstanding anything herein to the contrary, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or not more than two (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject Offering Lockup periods shall be applicable to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations undersigned under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.1.C.

Lockup. Subscriber shall not transfer, assign or sell (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member any of the GE Group shall Transfer Founder Shares or agree to Transfer any shares of Company Class A Common Stock issuable upon conversion thereof (other than to any Person an affiliate of Subscriber that is not an Affiliate subject to the same restrictions as set forth in this Agreement) until the earliest of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant one year following the closing of Business Combination (or for such shorter period as may apply to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)the Sponsor) and (B) permitted after subsequent to Business Combination, (x) if the fifth anniversary closing price of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Company’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar adjustments) for any 20 trading days within any 30-trading day period commencing at least 150 days after exchanging all of its Paired Interests into Class A Common Stock)the Business Combination, to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the date on which the Company containing substantially completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property and (ii) any of its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof (other than to an affiliate of Subscriber that is subject to the same terms restrictions as set forth in this Agreement) until 30 days after the closing of the Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii)the consummation of the IPO, the Company Board (including, for foregoing transfer restrictions shall be deemed replaced and superseded by the avoidance of doubt, actual transfer restrictions imposed on such securities in effect at the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 consummation of the Delaware General Corporation LawIPO and (ii) in the event the Sponsor or any of its affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities into which they have been converted). Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict Subscriber from transferring, assigning or selling any of the Public Warrants purchased in the IPO or any securities of the Company purchased by Subscriber in the public markets or in private transactions with third parties following the IPO.

Lockup. During the period beginning on the Effective Time and ending on the date that is the earliest of (i) For a period of two six months after the Closing Date (2as defined in the Business Combination Agreement), (ii) years beginning on the date hereof on which the closing price of the shares of New Parent Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing at least 90 days after the Closing Date, (iii) the consummation after the Effective Time of a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of New Parent Common Stock for cash, securities or other property (a “Lockup PeriodLiquidity Event”), no member and (iv) if after the Effective Time a third party makes a tender offer or similar transaction to all of the GE Group Company’s stockholders to acquire at least 50.1% (which minimum condition shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (iibe non-waivable) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company New Parent Common Stock following such Transfer; providedfor cash, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions securities or other property (a “Public OfferingThird Party Tender”), the last day on which shares of New Parent Common Stock may be tendered or otherwise committed in connection with such Third Party Tender, provided that, in the case of this clause (iv), (x) the Lock-Up Period shall expire only for the purpose of tendering or otherwise committing shares of New Parent Common Stock in the Third Party Tender itself and not otherwise transacting in such shares outside the Third Party Tender and (By) permitted after if such Third Party Tender is not completed, the fifth anniversary of the date hereof Lock-Up Period shall be revived and continue in accordance with Section 4.2(a)(iiiits terms (such period described in the first sentence of this clause (a). (iii) Following , the fifth anniversary “Lock-Up Period”), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of New Parent Common Stock, or any options or warrants to purchase any shares of New Parent Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of New Parent Common Stock, or any interest in any of the date hereofforegoing, which as of or immediately following the Effective Time are owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the U.S. Securities and Exchange Commission (collectively, the GE Group shall “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties from engaging in any hedging or other transaction which is designed to or which reasonably could be permitted expected to Transfer (1) all lead to or result in a sale or disposition of its Paired Interests (as defined in the Exchange Agreement) covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or (2) all other transactions would include, without limitation, any short sale or any purchase, sale or grant of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration any right (including, for the avoidance of doubtwithout limitation, cash any put or stock consideration, rights call option) with respect to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stockcovered shares or with respect to any security that includes, the buyer must either (x) agree to assume GE’s obligations under this Agreement relates to, or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with derives any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance significant part of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawits value from such covered shares.

Lockup. (ia) For a period of two (2) years beginning on Except as provided in Section 1.01(b), from the date hereof of Closing to and including January 17, 2022, Holder agrees that it shall not offer, sell, contract to sell (the “Lockup Period”including any short sale), no member pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the GE Group shall Transfer Exchange Act, grant any option, right or agree warrant for the sale of, purchase any option or contract to Transfer sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Company Common Stock to or securities convertible into or exchangeable or exercisable for any Person shares of Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that is not an Affiliate of GEtransfers, unless approved by the Conflicts Committee. (ii) Following the expiration in whole or in part, any of the Lockup Period, no member economic consequences of ownership of the GE Group shallCompany Common Stock, without whether any such aforementioned transaction is to be settled by delivery of the Company Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Conflicts CommitteeCompany, Transfer which consent may be withheld in the Company’s sole discretion. Following January 17, 2022, Holder will have the right to resell any Registrable Securities held by Holder, including (i) in non-underwritten resales under the Registration Statement, (ii) pursuant to Subsequent Demand Registrations, (iii) pursuant to Rule 144 under the Securities Act or agree (iv) pursuant to Transfer any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to Section 2.03. (b) Notwithstanding Section 1.01(a), from the date of Closing to and including January 17, 2022: (i) The Holder may sell up to an aggregate of 50% of the Registrable Securities held by such Holder (the “Aggregate Threshold Amount”) pursuant to the Initial Demand Registrations; provided, however, that the Holder may not sell more than an aggregate of 25% of the Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of the Registration Rights Agreement (the “Interim Threshold Amount”); provided, further, that the Company may, in its sole discretion, increase the Aggregate Threshold Amount or Interim Threshold Amount if requested by the Investor Designee in connection with the 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 Interim Threshold Amount or Aggregate Threshold Amount, as the case may, 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 50% of the Registrable Securities or 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 of [ ˜ ]1 Shares pursuant to (a) non-underwritten resales under the Registration Statement, (b) Rule 144 under the Securities Act, or (c) any other applicable exemption from the registration requirements of the Securities Act, in each case, subject to the delay and suspension rights set forth in Section 2.03 of the Registration Rights Agreement. (c) From the date of Closing to and including August 20, 2021, the Company agrees that it shall not offer, sell, contract to sell, 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 grant any rights with respect to, directly or indirectly, any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person securities convertible into or group would beneficially own in excess of 15% of the voting power of the outstanding exchangeable or exercisable for any shares of Company Common Stock following or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such Transfer; providedoffer or sale or to enter into any such transaction or other arrangement, that such restrictions shall not apply to Transfers without, in each case, the prior written consent of the Investor Designee, which consent may be withheld in the Investor Designee’s sole discretion, except for (A) pursuant to widely distributed public offerings 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 as a 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, (B) the issuance of Company Common 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 the date of this Agreement or under the EQT Corporation 2020 Long-Term Incentive Plan, and (C) the offer and sale of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of Company’s 2009 Dividend Reinvestment and Stock Purchase Plan as in effect on the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange this Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (i) For This Section 4 (f) Lock­Up shall apply only to the New Common Shares under this Agreement, and shall not affect prior agreements between the Parties. (ii) The Buyer (and to the extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), the Permitted Transferee) shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, 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 of two (2) years beginning on from the date hereof Closing Date (the “Lockup Lock­Up Period”), no member provided that nothing herein shall restrict the Buyer from a Transfer of any of the GE Group shall Transfer or agree Securities purchased hereunder to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following Permitted Transferee and the expiration rights of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is Buyer under this Agreement shall not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following be affected by such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following The Buyer (and, to the fifth anniversary extent any Securities are Transferred to the Permitted Transferee in accordance with the provisions of Section 4(f)(iv), the Permitted Transferee), except with consent of the date hereofBoard, shall refrain at all times (including with respect to time periods after the GE expiration of the Lock­Up Period) from selling the New Common Shares to any person or entity that is a Competitor (as defined below) of the Company or a member of the Competitor’s Group shall be permitted to Transfer (as defined below), except (1) all in a genuine open market sale where the identity of the purchaser of the New Common Shares is not known to, and cannot reasonably be determined by, the Buyer or its Paired Interests agent effecting such sale and provided that the number of New Common Shares that the Buyer is permitted to sell in the open market shall not exceed 1% of the issued share capital of the Company at the relevant time during any 30­day period, and (2) accepting an offer (as defined in the Exchange AgreementHong Kong Takeovers Code) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an under a general offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration Company where the offer has become unconditional (includingmeaning that the offeror has received acceptances in respect of voting rights in the Company which, for together with voting rights acquired or agreed to be acquired before or during the avoidance of doubtoffer, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not will result in the buyer owning 100offeror and any person acting in concert with it holding more than 50% (or such other percentage level as contained in the terms of such offer or as otherwise required from time to time in the Hong Kong Takeovers Code) of the Company Common Stockvoting rights in the Company), or where the buyer must either offeror has become entitled to compulsorily acquire the securities held by the Buyer (xand/or the Permitted Transferee) agree under applicable laws and regulations. For the purpose of this Section 4(f), “Competitor” means (a) the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to assume GE’s obligations under this Agreement the most recent data of Gartner and/or iSuppli as at the Closing Date, or (yb) enter into a stockholders agreement with the Company containing substantially leading ten (10) semiconductor manufacturing companies in the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), PRC according to the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 most recent data of the Delaware General Corporation LawMinistry of Industry and Information Technology of the PRC or other institutions under its supervision (such as but not limited to the China Semiconductor Industry Association) as at the Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding company, and any subsidiaries of the Competitor’s holding company.

Lockup. Without limiting the Stockholders Agreement and except as provided in clauses (ia) For a period of two through (2d) years beginning on the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shallbelow, without the prior written consent of Purchaser, each Seller party hereto and each MIU Holder (other than any MIU Holder receiving the Conflicts CommitteeMIU Holder Purchaser Shares) covenants and agrees, Transfer or agree until (i) December 31, 2017 (such date, the “Initial Lock-Up Date”) with respect to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 1516.7% of the voting power Purchaser Shares received by such Seller (the “Initial Lock-Up Shares”) and (ii) December 31, 2018 (such date, the “Subsequent Lock-Up Date” and, together with the Initial Lock-Up Date, the “Lock-Up Dates”) with respect to the remaining 83.3% of the outstanding shares Purchaser Shares received by such Seller (the “Subsequent Lock-Up Shares”), not to offer, sell, contract to sell, pledge, assign, transfer or otherwise create any interest in or otherwise dispose of Company Common Stock following (or enter into any transaction which is designed to, or would reasonably be expected to, result in any of the foregoing) any of the Purchaser Shares acquired by such Transfer; provided, that such restrictions Seller pursuant to this Agreement. The foregoing restriction shall not apply to Transfers transfers of Purchaser Shares: (Aa) if the Seller is a natural person, by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family (as defined below) of the Seller or to a trust the beneficiaries of which are exclusively the Seller or members of the Seller’s immediate family; (b) if the Seller is a natural person, as a bona fide gift or gifts, including a bona fide gift or gifts to a charity or educational institution; (c) if the Seller is a natural person, a partnership or a limited liability company, to a partner or member, as the case may be, of such partnership or limited liability company or any wholly-owned subsidiary of the Seller or to an Affiliate under common control with the Seller, by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement; provided, in each case that such transferee agrees in writing to abide by the provisions of this Section 9.17; and (d) pursuant to widely distributed public offerings a bona fide third party tender offer made to all holders of shares of Company the Purchaser Common Stock or a merger, purchase, consolidation or other similar transaction, involving a change of control of Purchaser, that has been approved by the board of directors of Purchaser (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after nothing in this Agreement shall prohibit the fifth anniversary Seller from voting in favor of the date hereof any such transaction or taking any other action in accordance connection with Section 4.2(a)(iiisuch transaction). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (i) For In the event the Company shall undertake its first sale to the public pursuant to a period registration statement of two the Company filed under the Securities Act other than the Planned IPO, each Stockholder shall agree in writing, in form and substance customary for similar transactions, if requested by the managing underwriter or underwriters thereof, not to lend, offer, pledge, sell, contract to sell (2) years beginning on the date hereof (the “Lockup Period”including, without limitation, any short sale), no member of the GE Group shall Transfer sell any option or agree contract to Transfer purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Company Common Stock or other securities of the Company convertible into or exercisable or exchangeable for Common Stock held by such Stockholder immediately before the effective date of the registration statement for such offering, or enter into any swap or other arrangement that transfers to another, in whole or in part, any Person of the economic consequences of ownership of Common Stock (whether any such transaction is described in this subsection is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except for securities to be sold to such underwriter pursuant to such registration statement; provided, however that: (A) such period shall not exceed one hundred eighty (180) days after the effective date of the registration statement, except that such 180-day period may be extended for not more than eighteen (18) days if such extension is not an Affiliate reasonably necessary to allow the Company’s underwriters to comply with NASD Conduct Rule 2711 (or any similar successor rule); and (B) the Company’s directors, officers and stockholders individually owning more than one percent (1%) of GE, unless approved by the Conflicts CommitteeCompany’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock) also agree to such limitations.” (ii) Following In the expiration event that the Company advises a Stockholder that it intends to file or has filed a registration statement with respect to the Planned IPO, each Stockholder shall enter into a lock-up agreement with the representatives of the Lockup Period, no member underwriters identified by the Company in substantially the form attached as Exhibit A within ten days of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public OfferingCompany’s request.”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following The Company may impose stop-transfer instructions with respect to the fifth anniversary shares of Common Stock or other securities of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) Company convertible into or (2) all of its shares of Class A exercisable or exchangeable for Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: foregoing restriction until the end of such one hundred eighty (A180) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration day period (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iiiextended period set forth above), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.”

Lockup. Each Company Shareholder holding or beneficially owning Company Shares (or other Company Securities representing the right to acquire Company Shares (“Lockup Shareholders”); but excluding PIPE Investors and Purchaser’s advisors Space Frontier Investment Holding Limited and Asian Legend International Investment Holding Limited) shall, and the Company shall cause the Shareholders’ Representative to enter into the Lockup Agreement prior to the Closing. ▇▇. ▇▇▇▇▇▇▇ ▇▇ shall be the Shareholders’ Representative. The Shareholders’ Representative, for and on behalf of the Shareholders of the Company, hereby irrevocably agrees that following the Closing of the Merger and (i) For a period with respect to ▇▇▇▇▇▇▇ ▇▇ until the first anniversary of two the Closing of the Merger, and (2ii) years beginning on for all other Lockup Shareholders, until the date hereof six-month anniversary of the Closing of the Merger (each as applicable, the “Lockup PeriodPeriod End Date”), no member none of ▇▇▇▇▇▇▇ ▇▇ or the other Lockup Shareholders, as the case may be, shall, directly or indirectly: (a) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any Person at any time in the future of), other than a transfer solely for estate planning purposes and provided any such transferee agrees to the provisions herein, any of the GE Group shall Transfer Purchaser’s Class A Ordinary Shares, or agree to Transfer any shares other securities of Company Common Stock to the Purchaser convertible into or exercisable or exchangeable for any Person that is not an Affiliate such Purchaser Class A Ordinary Shares which are owned as of GEthe Closing Date (collectively, unless approved by the Conflicts Committee.“Lockup Shares”); (iib) Following enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the expiration economic benefits or risks of ownership of the Lockup PeriodShares, no member whether any such transaction is to be settled by delivery of the GE Group shallLockup Shares or other securities, without in cash or otherwise; (c) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the prior written consent registration of any Lockup Shares or any other securities of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such TransferPurchaser; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.or

Lockup. The Shareholder agrees with Parent and Buyer as follows: (ia) For In no event shall the Shareholder Transfer any shares of Parent Common Stock received by such Shareholder pursuant to the Purchase Agreement (the “Restricted Securities”) other than in accordance with all applicable securities Laws (including in accordance with the Securities Act or an exemption therefrom) and the other terms and conditions of this Agreement. (b) Other than solely in the case of a Permitted Transfer, in addition to the requirements of Section 1(a), the Shareholder shall not Transfer any Restricted Securities during the period of two (2) years beginning on the date hereof (the “Lockup Period”), no member ) beginning on the Closing Date and ending on the date that is the six (6) month anniversary of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by Closing Date (the Conflicts Committee“Lockup Period End Date”). (iic) Following In addition to and without derogating from the expiration requirements of Sections 1(a) and (b), except in connection with a Permitted Transfer, the Shareholder shall not Transfer any Restricted Securities on any given trading day in an amount (when aggregated with all Transfers on such day by the Shareholder and/or any of his, her or its Affiliates) greater than the Shareholder’s Pro Rata Share of the Aggregated Permitted Volume Cap. Notwithstanding the foregoing, if at any time the Restricted Securities and other shares of Parent Common Stock issued to other Company Securityholders under the Purchase Agreement (or their Permitted Transferees) are traded by a single broker-dealer, then on each trading day the Pro Rata Shares (or any part thereof) of all of such holders (including the Shareholder) may be utilized by any such holder or holders (including the Shareholder); provided, however, that on any single trading day all such holders may not Transfer in the aggregate a number of shares of Parent Common Stock exceeding their aggregate Pro Rata Share of the Aggregate Permitted Volume Cap. (d) The Shareholder consents to the entry of stop transfer instructions with Parent’s transfer agent against the Transfer of the Restricted Securities during the Lockup Period, no member except in compliance with this Agreement. (e) Two appropriate notations will be made with respect to certificated or uncertificated Restricted Securities held by the Shareholder referencing restrictions on Transfer of such Restricted Securities, which notations shall state: First Notation: “The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be transferred or otherwise disposed of unless such transfer or disposition is registered under such Act and all applicable laws or an exemption from registration is available.” Second Notation: “The securities evidenced by this certificate are subject to restrictions on transfer set forth in a Lockup Agreement dated as of [—], among [PARENT], [BUYER], and [SHAREHOLDER] (a copy of which is on file with the Secretary of [PARENT]).” (f) Notwithstanding the foregoing subsection (e), (i) the first notation shall be removed immediately following the effective date of the GE Group shall, without the prior written consent Registration Statement described in Section 7.17 of the Conflicts CommitteePurchase Agreement (and Parent shall provide the transfer agent with the instruction and any documents requested by the transfer agent to effectuate such removal) and (ii) the second notation (and the first notation, Transfer or agree to Transfer any shares unless previously removed) will be removed in accordance with the provisions of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d1.3(f) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii)Purchase Agreement. (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (ia) For a period of two (2) years beginning on Subject to Section 8.7(b), the date hereof holders (the “Lockup PeriodHolders”) of shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), no member of the GE Group shall Corporation issued (i) as consideration under that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of December 13, 2021, by and among the Corporation, Frontier Merger Sub, Inc., a Delaware corporation, Frontier Merger Sub II, LLC, a Delaware limited liability company, and Footprint International Holdco, Inc., a Delaware corporation (which, for all periods prior to the effectiveness of the First Merger (as defined in such Agreement and Plan of Merger) is referred to herein as the “Constituent Corporation”) (the “Business Combination Transaction”), or (ii) to directors, officers and employees of the Corporation and other individuals upon the settlement or exercise of restricted stock units, options or other equity awards outstanding as of immediately following the closing of the Business Combination Transaction in respect of awards of the Constituent Corporation outstanding immediately prior to the closing of the Business Combination Transaction (such shares referred to in Section 8.7(a)(ii), the “Legacy Equity Award Shares”), may not Transfer or agree (as defined below) any Lockup Shares (as defined below) until the end of the Lockup Period (as defined below) (the “Lockup”). Notwithstanding anything to Transfer any the contrary, in no event will a holder of shares of Company Common Stock Class F common stock, par value $0.0001 per share, of the Corporation who receives shares of Class A common stock upon conversion thereof in connection with the closing of the Business Combination Transaction or a holder of shares Class A common stock who purchased such shares pursuant to any Person that is private placement in connection with the Business Combination Transaction be deemed to be a Lockup Holder. (b) The restrictions set forth in Section 8.7(a) shall not apply to: (i) in the case of an Affiliate entity, Transfers to a stockholder, partner, member or affiliate of GE, unless approved by the Conflicts Committee.such entity; (ii) Following in the expiration case of an individual, Transfers by gift to members of the Lockup Periodindividual’s immediate family (as defined below) or to a trust, no the beneficiary of which is a member of the GE Group shall, without the prior written consent one of the Conflicts Committeeindividual’s immediate family, Transfer an affiliate of such person or agree to Transfer a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers pursuant to a qualified domestic relations order or in connection with a divorce settlement; (v) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) the exercise of any options, warrants or other convertible securities to purchase shares of Company Common Stock Class A common stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfercashless basis); provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its any shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party common stock issued upon such exercise shall be subject to the following conditions: Lockup; (Avii) Transfers to the Corporation to satisfy tax withholding obligations pursuant to the Corporation’s equity incentive plans or arrangements; (viii) Transfers to the Corporation pursuant to any contractual arrangement in effect at the effective time of the Business Combination Transaction that provides for the repurchase by the Corporation or forfeiture of a Lockup Holder’s shares of Class A common stock or options to purchase shares of Class A common stock in connection with the termination of such Lockup Holder’s service to the Corporation; (ix) the buyer must make an offer to purchase all entry, by a Lockup Holder, at any time after the effective time of the Business Combination Transaction, of any trading plan providing for the sale of shares of Company Common Stock held Class A common stock by each Other Stockholder for such Lockup Holder, which trading plan meets the same consideration (includingrequirements of Rule 10b5-1(c) under the Exchange Act; provided, for the avoidance of doubthowever, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if that such offer plan does not result in the buyer owning 100% of the Company Common Stockprovide for, or permit, the buyer must either sale of any shares of Class A common stock during the Lockup and no public announcement or filing is voluntarily made or required regarding such plan during the Lockup; (x) agree transactions in the event of completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Corporation’s securityholders having the right to assume GE’s obligations under this Agreement exchange their shares of Class A common stock for cash, securities or other property; or (yxi) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In in connection with any Transfer permitted by bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof. (c) Notwithstanding the other provisions set forth in this Section 4.2(a)(iii)8.7, the Company Board may, in its sole discretion, determine to waive, amend, or repeal the Lockup obligations set forth herein. (including, for the avoidance d) For purposes of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.8.7:

Lockup. If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not be sold, assigned or otherwise transferred to any Person (i) For a in the case of the Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the period commencing on (x) in the case of two any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (2y) years beginning in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the thirtieth (30th) month following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such thirtieth month, then the last day of such thirtieth month) and (iii) as to any Shares, during the period commencing on the date hereof such Share is first issued ("Issue Date") and ending on the “Lockup Period”corresponding day in the thirtieth month following the Issue Date (or, if there is no such corresponding day in such thirtieth month, then the last day of such thirtieth month), no member except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the GE Group shall Transfer or agree terms of this Agreement and (y) to Transfer any shares of Company Common Stock to any a Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock such Registered Holder pursuant to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if public offer made by such Person to acquire 50% or group would beneficially own in excess of 15% of the voting power more of the outstanding shares of Company Common Stock following such Transfer; providedStock. Further, that such restrictions shall not apply if any designated Holder desires to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary pledge any of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following Warrants, any Qualifying Shares or any Shares, then it shall be a condition to the fifth anniversary effectiveness of any such pledge during the applicable of the date hereof, foregoing periods that the GE Group shall pledgee agree in writing to be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated bound by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% provisions of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), 7.5 as if it were the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawpledgor hereunder.

Lockup. If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not be sold, assigned or otherwise transferred to any Person (i) For a in the case of the Warrants, during the Exercise Period, (ii) as to any Qualifying Shares, during the period commencing on (x) in the case of two any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (2y) years beginning in the case of __________ [*] Confidential Treatment Requested. any other Qualifying Shares, the date such Qualifying Share is purchased, and ending on the corresponding day in the [*] following the Initial Vesting Date or the applicable purchase date, as applicable (or, if there is no such corresponding day in such [*], then the last day of such [*]) and (iii) as to any Shares, during the period commencing on the date hereof such Share is first issued ("Issue Date") and ending on the “Lockup Period”corresponding day in the [*] following the Issue Date (or, if there is no such corresponding day in such [*], then the last day of such [*]), no member except that a Registered Holder may transfer its Warrant, any Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the GE Group shall Transfer or agree terms of this Agreement and (y) to Transfer any shares of Company Common Stock to any a Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock such Registered Holder pursuant to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if public offer made by such Person to acquire 50% or group would beneficially own in excess of 15% of the voting power more of the outstanding shares of Company Common Stock following such Transfer; providedStock. Further, that such restrictions shall not apply if any designated Holder desires to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary pledge any of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following Warrants, any Qualifying Shares or any Shares, then it shall be a condition to the fifth anniversary effectiveness of any such pledge during the applicable of the date hereof, foregoing periods that the GE Group shall pledgee agree in writing to be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated bound by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% provisions of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), 7.5 as if it were the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawpledgor hereunder.

Lockup. For the one hundred eighty (i180) For a day period of two (2) years beginning on after the date hereof Closing Date (the “Initial Lockup Period”), no member none of the GE Group shall Transfer Holders (excluding EBC) will: 5.1.1 sell, offer to sell, contract or agree to Transfer any shares of Company Common Stock sell, hypothecate, pledge (except as collateral to any Person that is not an Affiliate financing source in the ordinary course), grant any option to purchase or otherwise dispose of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) 16 of the Exchange Act) if such Person , with respect to any Registrable Securities, 5.1.2 enter into any swap or group would beneficially own other arrangement that transfers to another, in excess of 15% whole or in part, any of the voting power economic consequences of ownership of any of the outstanding shares of Company Common Stock following such TransferRegistrable Securities, in cash or otherwise, or 5.1.3 publicly announce any intention to effect any transaction specified in clause (a) or (b); provided, that the foregoing shall not prohibit the transfer of Registrable Securities to a Permitted Transferee, but only if such restrictions Permitted Transferee shall concurrently execute this Agreement or a joinder agreeing to become a party to this Agreement; and except, that, with respect to ten percent (10%) of the Registrable Securities (the “10% Lockup Shares”), the Initial Lockup Period shall expire earlier as follows: (x) with respect to one-third of the 10% Lockup Shares, on the date on which the Trading Price is greater than $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period, (y) with respect to an additional one-third of the 10% Lockup Shares, on the date on which the Trading Price of the Ordinary Shared is greater than $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period; and (z) with respect to the remaining one-third of the 10% Lockup Shares, on the date on which the Trading Price of the Ordinary Shares is greater than $16.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30)-trading day period. Notwithstanding the foregoing, the provisions of this Section 5.1 shall not apply to Transfers (A) any Ordinary Shares issued pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary PIPE Subscription Agreement and/or the conversion of the date hereof in accordance with Section 4.2(a)(iii)Convertible Loan Note. (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (ia) For Each Holder agrees that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement with respect to any Merger Issuance Shares in any Public Sale during the period of two (2) years beginning on the date hereof (from the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-offEffective Time” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); provided, that the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following the Effective Time with the prior approval of the majority of the independent trust managers of the Board. (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction or otherwise disposition of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; provided, however, that in each such case, the transferred Merger Issuance Shares shall be subject to all of the provisions of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Merger Issuance Shares subject to all of the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 shall not prohibit or restrict any offer, sale, contract to sell or other disposition of (x) 100 Preferred Shares to 100 different Persons and (y) up to an additional 200,000 Preferred Shares to one or more Person(s), but only to the extent necessary to comply with the listing requirements of the national securities exchange upon which the Preferred Shares are listed; provided, however, that in each such case, the transferred Preferred Shares shall be subject to all of the provisions of Section 1.13 of this Agreement as though the undersigned Holder were still the Holder of such Preferred Shares; and provided, further, that the transferee must execute and deliver to the Company an agreement stating that the transferee is receiving and holding such Preferred Shares subject to all of the restrictions set forth in this Section 1.13. (d) The terms of this Section 1.13 shall not prohibit or restrict: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange AgreementAct of (x) its beneficial ownership of any Merger Issuance Shares, (y) any of the transactions contemplated by Section 1.13(c) or (2z) all its general intent to dispose of its any Merger Issuance Shares (which stated intent shall not include any specific plan or expectation to dispose of any Merger Issuance Shares, other than the distribution of such shares to the owners of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stockthe Holder), to an unaffiliated third party subject to the following conditions: its compliance with this Section 1.13, from time to time; or (Aii) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, any Holder from exercising its rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement to require the Company to file a registration statement under the Securities Act to register all or any part of the Merger Issuance Shares for resale at any time after the six month anniversary hereof. (ye) enter into a stockholders agreement Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be subject to material compliance with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by restrictions set forth in this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law1.13.

Lockup. Each Sponsor Party agrees that the Company Shares (inot including PIPE Shares) For a period Beneficially Owned or owned of two record by such Sponsor Party may not be transferred, assigned or sold (except to certain Permitted Transferees as described in this Agreement) (the “Lockup”) until the first to occur of (1) one year after the Closing, (2) years beginning on such time, if any, as the closing price of the Company Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, and (3) the date hereof (following the “Lockup Period”)Closing Date on which the Company completes a liquidation, no member merger, share exchange or other similar transaction that results in all of the GE Group shall Transfer Company’s stockholders having the right to exchange their Company Shares for cash, securities or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used other property. The restrictions set forth in this Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions 5.2 shall not apply to Transfers made: (Ai) pursuant to widely distributed public offerings a bona fide gift or charitable contribution; (ii) by will or intestate succession upon the death of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). Sponsor Party; (iii) Following to any Permitted Transferee; (iv) pursuant to a court order or settlement agreement related to the fifth anniversary distribution of assets in connection with the dissolution of marriage or civil union; or (v) in the event of the date hereofCompany’s completion of a liquidation, the GE Group shall be permitted to Transfer (1) merger, share exchange or other similar transaction which results in all of its Paired Interests (as defined shareholders having the right to exchange their Company Shares for cash, securities or other property; provided that, in the Exchange Agreementcase of (i), (ii), (iii) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stockiv), to an unaffiliated third party subject to the following conditions: (A) the buyer recipient of such Transfer must make an offer enter into a written agreement agreeing to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated be bound by the Transaction Documents) and on otherwise substantially terms of this Agreement, including the same terms and conditions transfer restrictions set forth in this Section 5.2 and (BB)(x) if such offer does not result in the buyer owning 100% no filing under Section 16(a) of the Company Common Stock, Exchange Act or other public announcement reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the buyer must either (x) agree to assume GE’s obligations under this Agreement or Lockup period described above and (y) enter into such transfer or disposition shall not involve a stockholders agreement disposition for value. “Permitted Transferee” means (a) the members of a Sponsor Party’s immediate family (where “immediate family” means, with respect to any natural person, any of the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii)following: such person’s spouse, the Company Board siblings of such person and his or her spouse, and the direct descendants and ascendants (including, including adopted and step children and parents) of such person and his or her spouses and siblings); (b) any trust for the avoidance direct or indirect benefit of doubta Sponsor Party or the immediate family of a Sponsor Party; (c) if a Sponsor Party is a trust, to the GE Directors)trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (d) any officer, can approve director, general partner, limited partner, shareholder, member, or owner of similar equity interests in advance a Sponsor Party or any affiliate of a Sponsor Party; (e) any affiliate of a Sponsor Party or (f) any affiliate of an acquisition contemplated by this Section for purposes immediate family of Section 203 of the Delaware General Corporation Lawa Sponsor Party.

Lockup. (i) For a the period of two (2) years beginning on the date hereof July 3, 2017 and ending on November 12, 2018 (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof Original Effective Date in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereofOriginal Effective Date, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco the Company similar to those between GE and Newco the Company contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein; provided, that the foregoing restrictions shall not preclude the GE Group from Transferring all of its remaining Paired Interests (after exchanging them for shares of Class A Common Stock) at any time after the expiration of the Lockup Period in a transaction permitted by Section 4.2(a)(ii). In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law.

Lockup. (i) For a period of two twelve (212) years beginning on months following the date hereof (hereof, except as otherwise agreed to by the “Lockup Period”)vote of a majority of the Board, no member of the GE Group Stockholder shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GESecurities, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, however, that such restrictions the restriction contained in this Section 2.1 shall not apply to (a) those Transfers set forth on Schedule B, annexed hereto, or (Ab) pursuant a Transfer to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary Permitted Transferee of the date hereof Transferring Stockholders, in accordance with each case, only if the Transferee in respect of such Transfer executes a Joinder Agreement to this Agreement in the form attached hereto as Exhibit A, whereby it agrees to be bound by terms of this Agreement, including, without limitation, this Section 4.2(a)(iii)2. (iii) Following 1. Nothing in this Section 2.1 shall create any obligation on the fifth anniversary part of the date hereofBoard, the GE Group Company or any other party to consent or agree to any Transfer of Securities, or other waiver of the provisions of this Agreement, such decision to be made in the sole discretion of such parties. Notwithstanding anything in this Section 2.1 to the contrary, in the event that the Board approves any Transfer of Securities by a CityNet Holder during the twelve-month lockup described above, subject to the fiduciary duties of the Board, each Other Stockholder shall be permitted to Transfer (1) all the equivalent percentage of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held Securities owned by each such Other Stockholder for as the same consideration (including, for the avoidance percentage of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated Securities owned by such CityNet Holder represented by the Transaction Documents) and Securities that were Transferred pursuant to such Board approval, provided that any Transfer by Other Stockholders pursuant to this sentence shall be on otherwise terms that are substantially the same terms (or more advantageous to the Transferring Other Stockholder) and conditions and (B) if such offer does not result for an equal or greater price, as the Transfer by a CityNet Holder giving rise to this right. The Board, in the buyer owning 100% each case that a CityNet Holder Transfers Securities with approval of the Company Common Stock, the buyer must either (x) agree Board pursuant to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii)2.1, the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 shall notify each of the Delaware General Corporation LawOther Stockholders of such Transfer by a CityNet Holder during the twelve-month lockup period.

Lockup. Except with respect to Registrable Securities permitted to be registered in the Qualified Public Offering, each Holder agrees that, upon request by the underwriters managing the Qualified Public Offering of the Company’s securities, each Holder will enter into a customary lockup agreement with the underwriters under which such Holder (i) For a period of two (2) years beginning on the date hereof (individually the “Lockup PeriodShareholder”), no member of and collectively, the GE Group “Lockup Shareholders”) shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shallagree, without the prior written consent of such underwriters, not to sell or otherwise transfer or dispose of any Ordinary Shares, Preferred Shares or Conversion Shares (other than those permitted to be included in the Conflicts Committeeregistration and other transfers to Affiliates permitted by law) for a period of time specified by such underwriters no greater than 180 days from the effective date of the registration statement covering such Qualified Public Offering or the pricing date of such offering as may be requested by the underwriters (whichever is later), Transfer or agree to Transfer any shares provided that each of Company Common Stock to a Person the other Shareholders holding at least one percent (that is not an Affiliate of GE) or group (as such term is used in Section 13(d1%) of the Exchange Act) if such Person or group would beneficially own in excess of 15% outstanding share capital of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply signs a substantially identical lockup agreement and agrees to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions described in this Section 2.12. Notwithstanding the foregoing, (a) each Lockup Shareholder shall be released from the lockup to the extent that any other Lockup Shareholders or any other Shareholders are released; and (Bb) if each Lockup Shareholder may engage in private transfers of the securities to Affiliates, provided that such offer does Affiliates enter into the same lockup agreement with such underwriters or agree in writing to be bound by the lockup agreements signed between the Lockup Shareholders and the underwriters. The foregoing provision of this Section 2.12 shall not result in apply to the buyer owning 100% sale of any securities of the Company Common Stock, to an underwriter pursuant to any underwriting agreement. The Company shall require all future acquirers of the buyer must either (x) agree Company’s securities to assume GE’s obligations under this Agreement or (y) enter into execute prior to a stockholders Qualified Public Offering a lockup agreement with the Company containing substantially the same terms and conditions similar provisions as those contained herein. In connection with any Transfer permitted by in this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Law2.12.

Lockup. (i) For a period Subscriber agrees with the Company that (i) the Founder Shares may not be transferred, assigned or sold until the earlier to occur of: (A) one year after the consummation of two the Business Combination and (2B) years beginning on the date hereof following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) the Private Placement Stock (or any shares of common stock issuable upon exercise of the Private Placement Stock) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. Notwithstanding the foregoing, if the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lockup. If at any time, and for any reason, the Sponsor, or any other subscriber of Founder Shares or Private Placement Stock, receives terms more favorable than the restrictions contained in this Section 4(a) (the “Lockup PeriodLock-Up Restrictions”), no then such terms shall be equally applied to Subscriber’s Founder Shares and/or Private Placement Stock, as applicable, and the Lock-Up Restrictions contained herein shall be amended, without any further required action of the parties hereto, to reflect the more favorable Lock-Up Restrictions provided to the Sponsor or such other subscriber of Founder Shares and/or Private Placement Stock. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, transfers, sales and assignments of the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates, officers, directors, direct and indirect equityholders; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the GE Group shall Transfer beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or agree to Transfer a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) private sales or transfers made in connection with the consummation of a Business Combination at price no greater than the price at which the applicable Securities were originally purchased; (vi) in the event of the Company’s liquidation prior to the completion of a Business Combination; (vii) to Subscriber’s affiliates, or any shares of Company Common Stock investment fund or other entity controlled or managed by Subscriber, or to any Person investment manager or investment advisor of such Subscriber or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the foregoing, a “Permitted Transferee”); provided, however, that is not an Affiliate in the case of GEclauses (i) through (v) and (vii), unless approved these Permitted Transferees must enter into a written agreement agreeing to be bound by the Conflicts Committeeterms of this Agreement, including these transfer restrictions. (ii) Following the expiration of the Lockup Periodtransfer restrictions set forth in clause (i) above, no member of if the GE Group shallSecurities are eligible to be sold without restriction under, and without the prior written consent of Company being in compliance with the Conflicts Committeecurrent public information requirements of, Transfer Rule 144 under the Securities Act, or agree to Transfer any shares of Company Common Stock if they are registered for resale under the Securities Act pursuant to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; providedshelf registration statement, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereofthen at Subscriber’s written request, the GE Group shall be permitted Company will use commercially reasonable efforts to Transfer cause the Company’s transfer agent to remove the legend referred to in clause (1i) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock)above, to an unaffiliated third party subject to compliance by Subscriber with the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder reasonable and customary procedures for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated such removal required by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained hereinits transfer agent. In connection with any Transfer permitted therewith, if required by this Section 4.2(a)(iii)the Company’s transfer agent, the Company Board (includingwill promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, for together with any other authorizations, certificates and directions required by the avoidance of doubt, transfer agent that authorize and direct the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawtransfer agent to issue such Securities without any such legend.

Lockup. (a) In consideration for Adelphia agreeing to its obligations under this Agreement, each Century Holder agrees in connection with any registration of Adelphia's securities, upon the request of Adelphia or the underwriters managing any underwritten offering of Adelphia's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Shares (other than (i) For a period of two (2) years beginning on those included in the date hereof (the “Lockup Period”), no member of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. registration in question and (ii) Following sale transactions not involving a public offering, provided that the expiration transferee of the Lockup Periodsuch Century Holder as a condition thereto and in connection therewith, no member of the GE Group shallagrees to be bound by and joins in this Section 7), without the prior written consent of Adelphia or such underwriters, as the Conflicts Committeecase may be, Transfer for such period of time not to exceed 90 days from the effective date of such registration as Adelphia or agree the underwriters may specify. The restrictions under this Section 7 shall be conditioned upon an understanding that the Rigas Shareholders will be similarly restricted during any such period. During any period that sales of Registrable Shares by the Century Holder are restricted under this Section 7, Adelphia will give written notice to Transfer any shares of Company Common Stock the Century Holder as soon as the restrictions on sale terminate. Adelphia hereby agrees to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) give Century Holders among other things written notice of the Exchange Act) filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 7 could apply if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii)so requested. (iiib) Following Notwithstanding Section 7(a) of this Agreement or comparable provisions of any other agreement, whether now existing or hereafter entered into, to which Adelphia, the fifth anniversary Century Holders or any of the date hereofRigas Shareholders (or any of their respective affiliates) may be a party (i) Adelphia agrees that it will not request, and will not permit the GE Group underwriters managing any underwritten offering of Adelphia's securities to request, and (ii) each of the Century Holders agrees that it will not agree to, and will not permit the Rigas Shareholders to agree to, any restriction of the type described in Section 7(a) which could, under any circumstances restrict the ability of any of the Century Holders to sell any Registrable Shares. If, despite the foregoing sentence, any person shall assert that any Century Holder is or may be restricted in its ability to sell any of the Registrable Shares as a result of restrictions of the type described in Section 7(a) (or comparable provisions of other agreements as described in the foregoing sentence), Adelphia hereby irrevocably consents, and agrees to cause any underwriter managing any underwritten offering of Adelphia's securities to irrevocably consent in writing, to such sale or sales. (c) Nothing in this Section 7 shall be permitted deemed to Transfer (1) all imply or constitute an admission that sales of its Paired Interests (as defined in the Exchange Agreement) Registrable Shares by any Century Holder are intended to be or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party would be subject to the following conditions: (Arestrictions set forth in Section 7(a) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with comparable provisions of any Transfer permitted by this Section 4.2(a)(iii)other agreement, whether now existing or hereafter entered into, to which Adelphia, the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 Century Holders or any of the Delaware General Corporation LawRigas Shareholders (or any of their respective affiliates) may be a party.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the Effective Date of a Registration Statement resulting in all Registrable Securities (ias defined in the Registration Rights Agreement) For being covered by a period then effective registration statement (plus one additional day for each Trading Day following the Effective Date of two any Registration Statement during which either (1) the Registration Statement is not effective or (2) years beginning on the date hereof prospectus forming a portion of the Registration Statement is not available for the resale of all Registrable Securities (as defined in the Registration Rights Agreement) required to be covered thereby) (the “Lockup Period”), no member the Holder irrevocably agrees it will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or announce the offering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the GE Group shall Transfer rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of decent and distribution, or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GEqualified domestic relations order, unless approved by the Conflicts Committee. (ii) Following disposed of as bona fide gifts, and (iii) transferred to a trust for the expiration direct or indirect benefit of the Lockup Period, no member undersigned or the immediate family of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transferundersigned; provided, however, that such restrictions shall not apply to Transfers (A) any Holder’s Shares transferred pursuant to widely distributed public offerings of shares of Company Common Stock items (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)ii) and (Biii) permitted after of this letter shall be subject to the fifth same restrictions set forth in this letter. In furtherance thereof, the Company will (x) place a stop order on all Holder’s Shares covered by any registration statements, (y) notify its transfer agent in writing of the stop order and the restrictions on such Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any Holder’s Shares under such registration statements or otherwise in violation of this Agreement. In the event the Company files two Registration Statements which are subsequently declared effective by the Commission, and following the one year anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary Effective Date of the date hereofsecond such Registration Statement, all Registrable Securities are not yet effective, then the GE Group percentage of the Holder’s Shares which shall be permitted remain subject to Transfer (1) all this Section 4 shall correspond to the percentage of its Paired Interests Registrable Securities (as defined in the Exchange Registration Rights Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to which are not yet then registered for resale on an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Laweffective Registration Statement.

Lockup. (ia) For a period Subject to Section 8.7(b), each of two (2) years beginning on the date hereof holders (the “Lockup PeriodHolders”) of (i) shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), no member of the GE Group shall Transfer Corporation issued (A) as consideration under that certain Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of December 13, 2021, by and among the Corporation, Frontier Merger Sub, Inc., a Delaware corporation, Frontier Merger Sub II, LLC, a Delaware limited liability company, and Footprint International Holdco, Inc., a Delaware corporation (which, for all periods prior to the effectiveness of the First Merger (as defined in such Agreement and Plan of Merger) is referred to herein as the “Constituent Corporation”) (the “Business Combination Transaction”), or agree (B) to Transfer any directors, officers and employees of the Corporation and other individuals upon the settlement or exercise of restricted stock units, options or other equity awards outstanding as of immediately following the closing of the Business Combination Transaction in respect of awards of the Constituent Corporation outstanding immediately prior to the closing of the Business Combination Transaction (such shares referred to in Section 8.7(a)(ii), the “Legacy Equity Award Shares”), and (ii) shares of Company Common Stock Class A Preferred Stock, par value $0.0001 per share (the “Class A Preferred Stock”), including the shares of Class A common stock issuable upon conversion of the Class A Preferred Stock, may not Transfer (as defined below) any Lockup Shares (as defined below) until the end of the Lockup Period (as defined below) (the “Lockup”). Notwithstanding anything to any Person that is the contrary, in no event will a holder of shares of Class F common stock, par value $0.0001 per share, of the Corporation who receives shares of Class A common stock upon conversion thereof in connection with the closing of the Business Combination Transaction or a holder of shares Class A common stock who purchased such shares pursuant to private placement in connection with the Business Combination Transaction be deemed to be a Lockup Holder. (b) The restrictions set forth in Section 8.7(a) shall not apply to: (i) in the case of an Affiliate entity, Transfers to a stockholder, partner, member or affiliate of GE, unless approved by the Conflicts Committee.such entity; (ii) Following in the expiration case of an individual, Transfers by gift to members of the Lockup Periodindividual’s immediate family (as defined below) or to a trust, no the beneficiary of which is a member of the GE Group shall, without the prior written consent one of the Conflicts Committeeindividual’s immediate family, Transfer an affiliate of such person or agree to Transfer a charitable organization; (iii) in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, Transfers pursuant to a qualified domestic relations order or in connection with a divorce settlement; (v) in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (vi) the exercise of any options, warrants or other convertible securities to purchase shares of Company Common Stock Class A common stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a Person (that is not an Affiliate of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfercashless basis); provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted after the fifth anniversary of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its any shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party common stock issued upon such exercise shall be subject to the following conditions: Lockup; (Avii) Transfers to the Corporation to satisfy tax withholding obligations pursuant to the Corporation’s equity incentive plans or arrangements; (viii) Transfers to the Corporation pursuant to any contractual arrangement in effect at the effective time of the Business Combination Transaction that provides for the repurchase by the Corporation or forfeiture of a Lockup Holder’s shares of Class A common stock or options to purchase shares of Class A common stock in connection with the termination of such Lockup Holder’s service to the Corporation; (ix) the buyer must make an offer to purchase all entry, by a Lockup Holder, at any time after the effective time of the Business Combination Transaction, of any trading plan providing for the sale of shares of Company Common Stock held Class A common stock by each Other Stockholder for such Lockup Holder, which trading plan meets the same consideration (includingrequirements of Rule 10b5-1(c) under the Exchange Act; provided, for the avoidance of doubthowever, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if that such offer plan does not result in the buyer owning 100% of the Company Common Stockprovide for, or permit, the buyer must either sale of any shares of Class A common stock during the Lockup and no public announcement or filing is voluntarily made or required regarding such plan during the Lockup; (x) agree transactions in the event of completion of a liquidation, merger, stock exchange or other similar transaction which results in all of the Corporation’s securityholders having the right to assume GE’s obligations under this Agreement exchange their shares of Class A common stock for cash, securities or other property; or (yxi) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In in connection with any Transfer permitted by bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof. (c) Notwithstanding the other provisions set forth in this Section 4.2(a)(iii)8.7, the Company Board may, in its sole discretion, determine to waive, amend, or repeal the Lockup obligations set forth herein. (including, for the avoidance d) For purposes of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 8.7: (i) the term “Lockup Period” means the period beginning on the closing date of the Delaware General Corporation Law.Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction;

Lockup. (ia) For a During the period of two (2) years beginning commencing on the date hereof (and ending on the “Lockup Period”)earlier of a termination of this Agreement or 90 days following the Closing Date, no member the officers and directors of the GE Group shall Transfer or Margate agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. (ii) Following the expiration of the Lockup Period, no member of the GE Group shallthey will not, without the prior written consent of B2B, directly or indirectly, sell, offer, offer to sell, grant an option for the Conflicts Committeesale of, Transfer transfer, assign, pledge, hypothecate or agree to Transfer otherwise encumber any shares securities of Margate, the Holding Company Common Stock to a Person (that is not an Affiliate or any other successor of GE) Margate, or group (as such term is used in Section 13(d) otherwise dispose of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transferany interest therein; provided, however, that officers and directors of Margate may make gifts of stock to or for the benefit of family members provided that such restrictions shall not apply to Transfers (A) transferee executes an agreement pursuant to widely distributed public offerings which such transferee agrees to remain bound by the lockup period described herein as if such transferee were an officer or director of shares of Company Common Stock Margate. (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)b) and (B) permitted after During the fifth anniversary of period commencing on the date hereof in accordance with Section 4.2(a)(iii). (iii) Following and ending on the fifth anniversary earlier of the date hereof, the GE Group shall be permitted to Transfer (1) all a termination of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with 90 days following the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii)Closing Date, the Company Board (includingofficers and directors of B2B agree that they will not, without the prior written consent of Margate, directly or indirectly, sell, offer, offer to sell, grant an option for the avoidance sale of, transfer, assign, pledge, hypothecate or otherwise encumber any securities of doubtMargate, the GE Directors)Holding Company or any other successor of Margate, can approve in advance or otherwise dispose of any interest therein; provided, however, that officers and directors of B2B may make gifts of stock to or for the benefit of family members provided that such transferee executes an acquisition contemplated agreement pursuant to which such transferee agrees to remain bound by this Section for purposes the lockup period described herein as if such transferee were an officer or director of Section 203 of the Delaware General Corporation Law.B2B.

Lockup. During the period beginning as of the Effective Time (as defined in the Merger Agreement) of the Merger and continuing until the earlier to occur of (i) For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member first anniversary of the GE Group shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved by the Conflicts Committee. Effective Time and (ii) Following the expiration Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b), each Stockholder Party agrees not to, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares, or any options or warrants to purchase any shares, or any securities convertible into, exchangeable for or that represent the right to receive shares, or any interest in any of the Lockup Periodforegoing, no member whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the GE Group shallU.S. Securities and Exchange Commission other than warrants held by Sponsor or shares received by Sponsor upon the exercise of such warrants (collectively, the “covered shares”). The foregoing restriction is expressly agreed to preclude such Stockholder Parties 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 the covered shares even if such covered shares would be disposed of by someone other than such Stockholder Parties. Such prohibited hedging or other transactions would include, without the prior written consent limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Conflicts Committeecovered shares or with respect to any security that includes, Transfer relates to, or agree to Transfer derives any shares significant part of Company its value from such covered shares. The “Early Release Date” shall be on the earlier of (i) the date on which the closing price of a share of Class A Common Stock to a Person (that is not an Affiliate of GE) equals or group exceeds $12.00 per share (as such term is used in Section 13(dadjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transferfor any 20 trading days within any 30 consecutive trading day period; provided, that such restrictions 30 trading day period shall not apply to Transfers (A) pursuant to widely distributed public offerings of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) and (B) permitted commence no earlier than the date that is 150 days after the fifth anniversary Closing Date or (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the date hereof in accordance with Section 4.2(a)(iii). (iii) Following Company’s stockholders having the fifth anniversary of the date hereof, the GE Group shall be permitted right to Transfer (1) all of its Paired Interests (as defined in the Exchange Agreement) or (2) all of its exchange their shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock)for cash, to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash securities or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% of the Company Common Stock, the buyer must either (x) agree to assume GE’s obligations under this Agreement or (y) enter into a stockholders agreement with the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation Lawproperty.

Lockup. (i) For a Subscriber shall not transfer, assign or sell (i) any of the Founder Shares or any Class A Common Stock issuable upon conversion thereof (other than to an affiliate of Subscriber that is subject to the same restrictions as set forth in this Agreement) until the earliest of (A) one year following the closing of Business Combination (or such shorter restricted period as may apply to the Sponsor),and (B) subsequent to Business Combination, (x) if the closing price of two the Company’s Class A Common Stock equals or exceeds $12.00 per share (2as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar adjustments) years beginning on for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, or (y) the date hereof on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) any of its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof until 30 days after the “Lockup Period”), no member closing of the GE Group Business Combination. Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (or the Class A shares to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, the foregoing transfer restrictions shall Transfer or agree to Transfer any shares of Company Common Stock to any Person that is not an Affiliate of GE, unless approved be deemed replaced and superseded by the Conflicts Committeeactual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any time, then Subscriber’s corresponding securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities into which they have been converted). (ii) Following the expiration Subscriber shall not transfer, assign or sell any of the Lockup Period, no member Class A Shares purchased in the IPO (other than to an affiliate of the GE Group shall, without the prior written consent of the Conflicts Committee, Transfer or agree to Transfer any shares of Company Common Stock to a Person (Subscriber that is not an Affiliate subject to the same restrictions as set forth in this Agreement) until the earliest of GE) or group (as such term is used in Section 13(d) of the Exchange Act) if such Person or group would beneficially own in excess of 15% of the voting power of the outstanding shares of Company Common Stock following such Transfer; provided, that such restrictions shall not apply to Transfers (A) pursuant to widely distributed public offerings thirty days after an announcement of shares of Company Common Stock (including pursuant to “spin-off” and “split-off” transactions (a “Public Offering”)) Business Combination and (B) permitted after such time that the fifth anniversary closing price of the date hereof Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and other similar adjustments) for any 20 trading days within any 30-trading day period. Notwithstanding anything herein to the contrary, nothing in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary this Agreement shall in any way restrict Subscriber from transferring, assigning or selling any of the date hereof, the GE Group shall be permitted to Transfer (1) all of its Paired Interests (as defined Public Warrants purchased in the Exchange Agreement) IPO or (2) all of its shares of Class A Common Stock (after exchanging all of its Paired Interests into Class A Common Stock), to an unaffiliated third party subject to the following conditions: (A) the buyer must make an offer to purchase all shares of Company Common Stock held by each Other Stockholder for the same consideration (including, for the avoidance of doubt, cash or stock consideration, rights to contingent consideration, tax receivable agreements or the cash value thereof, and all other economic entitlements, but excluding any value associated with commercial transactions between the buyer and Newco similar to those between GE and Newco contemplated by the Transaction Documents) and on otherwise substantially the same terms and conditions and (B) if such offer does not result in the buyer owning 100% securities of the Company Common Stock, purchased by Subscriber in the buyer must either (x) agree to assume GE’s obligations under this Agreement public markets or (y) enter into a stockholders agreement in private transactions with third parties following the Company containing substantially the same terms and conditions as those contained herein. In connection with any Transfer permitted by this Section 4.2(a)(iii), the Company Board (including, for the avoidance of doubt, the GE Directors), can approve in advance an acquisition contemplated by this Section for purposes of Section 203 of the Delaware General Corporation LawIPO.