Common use of Lockup Clause in Contracts

Lockup. (a) 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 from the “Effective Time” (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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

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 Shares being registered for resale by the Investors (a) Each the "Lockup Period"), the Holder irrevocably agrees that that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of the economic consequences of ownership of the Merger Issuance its Holder's Shares in a Public Sale, whether (including any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwisesecurities convertible into, or publicly disclose the intention to make any offer, sale, pledge or dispositionexchangeable for, or enter into representing the rights to receive, Holder's Shares) or engage in any Hedging Transaction or other arrangement Short Sales with respect to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary security of the Effective Time (such periodCompany. In furtherance thereof, the “Lock-Up Period”); providedCompany will (x) place a stop order with the Transfer Agent on all Holder's Shares, that including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions set forth 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 except in compliance with this Section 1.13(aAgreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (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. bona fide gift or (b) The terms will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction which are one 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 more of the provisions undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder undersigned), provided that each resulting transferee of such Merger Issuance Shares; Holder's Shares executes and provided, further, that the transferee must execute and deliver delivers to the Company an agreement stating satisfactory to the Company certifying that the such transferee is receiving and holding such Merger Issuance Shares subject to all of bound by the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall not prohibit be permitted to pledge, encumber, or restrict: (i) create a security interest in any disclosure by any Holder or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in a Schedule 13D or 13G the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 Holderincluding on a total return basis), subject to its compliance with this Section 1.13, from time to time; and sales and other transactions through non-US broker dealers or (ii) any Holder from exercising its rights 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 hereofforeign regulated brokers. (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 restrictions set forth in this Section 1.13.

Lockup. In the event the Company conducts a firm commitment, underwritten public offering of its equity securities (aan “Underwritten Offering”), during the period commencing on the date of the final prospectus relating to the Underwritten Offering, and ending on the date specified by the Company and the managing underwriter(s) Each (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (i) the publication or other distribution of research reports, and (ii) analyst recommendations and opinions), the Holder hereby agrees that it will not not, without the prior written consent of the managing underwriter of such Underwritten Offering: (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, pledge right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in shares of Common Stock or any Public Sale, enter securities convertible into a transaction that would have or exercisable or exchangeable (directly or indirectly) for Common Stock (whether such shares or any such securities are then owned by the same effect, Holder or are thereafter acquired); or (B) enter into any Hedging Transaction swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Merger Issuance Shares in a Public Sale, such securities; whether any of these transactions are such transaction described in clause (A) or (B) above is to be settled by delivery of Merger Issuance Shares Common Stock or other securities, in cash cash, or otherwise, or publicly disclose . The foregoing provisions of this Section 5(d) shall (y) not apply to the intention to make Transfer of any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement with respect shares to any Merger Issuance Shares in any Public Sale during trust for the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary direct or indirect benefit of the Effective Time (such periodHolder or the immediate family of the Holder, provided that the “Lock-Up Period”); provided, that trustee of the trust agrees to be bound in writing by the restrictions set forth in this Section 1.13(aherein, and provided further that any such Transfer will not involve a disposition for value; and (z) shall terminate with respect be applicable to 40,000,000 Common Shares six months following the Effective Time with the prior approval Holder only if all officers and directors of the majority of Company are subject to the independent trust managers of same restrictions. Notwithstanding anything herein to the Board. (b) The terms contrary, the underwriters in connection with an Underwritten Offering are intended third-party beneficiaries of this Section 1.13 shall not5(d) and will have the right, during the Lock-Up Period, restrict any offer, sale, contract power and authority 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 enforce the provisions of this Section 1.13 of this Agreement hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, underwriters in connection with an Underwritten Offering 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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 are consistent with this Section 1.13, from time 5(d) or that are necessary to time; or (ii) any Holder from exercising its rights 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. (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 restrictions set forth in this Section 1.13.give further effect thereto

Lockup. (a) 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 from the “Effective Time” (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 Act of (x) its beneficial ownership of any Merger Issuance Shares Shares, (y) any of the transactions contemplated by Section 1.13(c) or (yz) 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 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. (de) 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 restrictions set forth in this Section 1.13.

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 Shares being registered for resale by the Investors (a) Each the "Lockup Period"), the Holder irrevocably agrees that that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of the economic consequences of ownership of the Merger Issuance its Holder’s Shares in a Public Sale, whether (including any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwisesecurities convertible into, or publicly disclose the intention to make any offer, sale, pledge or dispositionexchangeable for, or enter into representing the rights to receive, Holder’s Shares) or engage in any Hedging Transaction or other arrangement Short Sales with respect to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary security of the Effective Time (such periodCompany. In furtherance thereof, the “Lock-Up Period”); providedCompany will (x) place a stop order with the Transfer Agent on all Holder’s Shares, that including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions set forth 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 except in compliance with this Section 1.13(aAgreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (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. bona fide gift or (b) The terms will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction which are one 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 more of the provisions undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder undersigned), provided that each resulting transferee of such Merger Issuance Shares; Holder's Shares executes and provided, further, that the transferee must execute and deliver delivers to the Company an agreement stating satisfactory to the Company certifying that the such transferee is receiving and holding such Merger Issuance Shares subject to all of bound by the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall not prohibit be permitted to pledge, encumber, or restrict: (i) create a security interest in any disclosure by any Holder or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions in a Schedule 13D or 13G the People's Republic of China. For purposes hereof, "Short Sales" include, without limitation, all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 Holderincluding on a total return basis), subject to its compliance with this Section 1.13, from time to time; and sales and other transactions through non-US broker dealers or (ii) any Holder from exercising its rights 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 hereofforeign regulated brokers. (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 restrictions set forth in this Section 1.13.

Lockup. (a) Each Holder agrees that it will The Sellers hereby irrevocably agree, without the prior written consent of Parent, not offer, sell, contract to sell, pledge or otherwise dispose ofto, directly or indirectly, any Merger Issuance Shares in any Public Sale(i) offer for sale, enter into a transaction that would have the same effectsell, or otherwise dispose of (or enter into any Hedging Transaction transaction or device that is designed to result or would be reasonably likely to result in the disposition by any Person at any time in the future of) any Parent Common Shares issued as Aggregate Stock Closing Consideration Shares or Indemnity Escrow Shares, (ii) enter into any swap or other arrangement derivatives transaction that transferstransfers to another, in whole or in part, any of the economic consequences benefits or risks of ownership of the Merger Issuance any Parent Common Shares in a Public Saleissued as Aggregate Stock Closing Consideration Shares or Indemnity Escrow Shares, whether any of these transactions are such transaction described in clause (i) or (ii) above is to be settled by delivery of Merger Issuance Shares or any Parent Common Shares, other securities, in cash or otherwise, or (iii) publicly disclose the intention to make do 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 from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”)foregoing; provided, that, notwithstanding the foregoing, prior to the expiration of the Lockup Period, each Seller shall be permitted a one-time transfer of the Parent Common Shares issued to such Seller as Aggregate Stock Closing Consideration Shares to an entity that the restrictions set forth in is wholly-owned by such Seller (each, a “Transferee Entity”) so long as such Transferee Entity, prior to such transfer, executes a joinder to this Section 1.13(a) 6.7 in a form reasonably acceptable to Parent. Any purported transfer to such Transferee Entity in violation of this Section 6.7 shall terminate with respect be null and void, ab initio, and Parent shall not recognize any such transfer or accord to 40,000,000 any purported Transferee Entity any rights as a holder of Parent Common Shares six months following delivered to the Effective Time with applicable Seller as Aggregate Stock Closing Consideration Shares pursuant to the prior approval terms and conditions of the majority of the independent trust managers of the Boardthis Agreement. (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 1.136.7(a) shall terminate on the date that is 90 days following the date hereof (the “Lockup Period”). (c) The terms Notwithstanding anything to the contrary, and for the avoidance of doubt, this Section 1.13 6.7 shall not prevent, prohibit or restrict: otherwise limit any Seller from making bona fide pledges of the Aggregate Stock Closing Consideration Shares to any financial institution (iincluding during the Lockup Period) or any disclosure by Person from executing, foreclosing or otherwise exercising any Holder in rights that such Person may have under, with respect to or as a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership result of any Merger Issuance Shares or (y) 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 Sharessuch pledge, other than the distribution of such shares to the owners of the Holder), subject to its in each case in 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 registration statement under the Securities Act to register all or any part of and the Merger Issuance Shares for resale at any time after the six month anniversary hereofrules promulgated thereunder. (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 restrictions set forth in this Section 1.13.

Lockup. (a) 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 During the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any period beginning as 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 from the “Effective Time” Time (as defined in the Merger Agreement) through of the one-year Merger and continuing until the earlier to occur of (i) the first anniversary of the Effective Time and (ii) the Early Release Date (such period, the “Lock-Up Period”) and subject to Section 2.1(b); 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 noteach Stockholder Party agrees not to, during the Lock-Up Perioddirectly or indirectly, restrict any offer, salesell, contract to sell, pledge, Hedging Transaction 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 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 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 limitation, any Merger Issuance Shares in short sale or any transaction not directly purchase, sale or indirectly involving grant of any right (including, without limitation, any put or call option) with respect to any of the covered shares or with respect to any security that includes, relates to, or derives any significant part of 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 Public Saleshare of Class A 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 consecutive trading day period; provided, however, that in each such case, the transferred Merger Issuance Shares 30 trading day period 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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 commence no earlier than the distribution of such shares to date that is 150 days after the owners of the Holder), subject to its compliance with this Section 1.13, from time to time; Closing Date or (ii) any Holder from exercising its rights under this Agreement to require the date on which the Company to file completes a registration statement under the Securities Act to register liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all or any part of the Merger Issuance Shares Company’s stockholders having the right to exchange their shares of Class A Common Stock for resale at any time after the six month anniversary hereofcash, securities or other property. (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 restrictions set forth in this Section 1.13.

Lockup. (ai) Each Holder agrees that it will not offerFor the period beginning on July 3, sell2017 and ending on November 12, contract to sell2018 (the “Lockup Period”), 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 no member of the economic consequences GE Group shall Transfer or agree to Transfer any shares of ownership 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 Merger Issuance Shares 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 SaleOffering”)) and (B) permitted after the fifth anniversary of the Original Effective Date in accordance with Section 4.2(a)(iii). (iii) Following the fifth anniversary of the Original Effective Date, whether any the GE Group shall be permitted to Transfer (1) all 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 from the “Effective Time” its Paired Interests (as defined in the Merger Exchange Agreement) through 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 one-year anniversary 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 the Company similar to those between GE and 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 Effective Time (such periodCompany Common Stock, the “Lock-Up Period”)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 set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following not preclude 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 GE Group from Transferring all of the provisions its remaining Paired Interests (after exchanging them for shares 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. (cClass A Common Stock) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 expiration of the Registrable Securities set forth Lockup Period in this Agreement shall be subject to material compliance a transaction permitted by Section 4.2(a)(ii). In connection with the restrictions set forth in any Transfer permitted by this Section 1.134.2(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. (ai) Each Holder agrees that it will 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, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have of the same effect, Securities purchased hereunder or enter into any Hedging Transaction swap, hedging or other arrangement that transferstransfers to another, 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 such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), provided that nothing herein shall restrict the Buyer from pledging any of the Securities purchased hereunder with the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such pledge. (iii) The Buyer (and, to the extent any Securities are Transferred to be settled by delivery the Permitted Transferee in accordance with the provisions of Merger Issuance Shares or other securitiesSection 4(e)(iv), 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 Permitted Transferee) shall refrain at all times (including with respect to time periods after the expiration of the Lock­Up Period) from selling the New Common Shares to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” 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 Merger Agreement) through the one-year anniversary open market shall not exceed 1% of the Effective Time (such issued share capital of the Company at the relevant time during any 30­day period, . For the “Lock-Up Period”); provided, that the restrictions set forth in purpose of this Section 1.13(a4(e), “Competitor” means (a) shall terminate with respect the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to 40,000,000 Common Shares six months following the Effective Time with most recent data of Gartner and/or iSuppli as at the prior approval of the majority of the independent trust managers of the Board. Closing Date, or (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract leading ten (10) semiconductor manufacturing companies in the PRC according 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 most recent data of the provisions Ministry of this Section 1.13 Industry and Information Technology of this Agreement the PRC or other institutions under its supervision (such as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver but not limited to the Company an agreement stating that China Semiconductor Industry Association) as at the transferee is receiving Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding such Merger Issuance Shares subject to all company, and any subsidiaries of the restrictions set forth in this Section 1.13Competitor’s holding company. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. (ai) Each Holder agrees that it will 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, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have of the same effect, Securities purchased hereunder or enter into any Hedging Transaction swap, hedging or other arrangement that transferstransfers to another, 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 such securities (any of the foregoing, a “Transfer”) without the prior written consent of the Company for a period of two (2) years from the Closing Date (the “Lock­Up Period”), provided that nothing herein shall restrict the Buyer from a Transfer of any of the Securities purchased hereunder to the Permitted Transferee and the rights of the Buyer under this Agreement shall not be affected by such Transfer. (iii) The Buyer (and, to the extent any Securities are Transferred to be settled by delivery the Permitted Transferee in accordance with the provisions of Merger Issuance Shares or other securitiesSection 4(f)(iv), in cash or otherwisethe Permitted Transferee), or publicly disclose except with consent of the intention to make any offerBoard, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement shall refrain at all times (including with respect to time periods after the expiration of the Lock­Up Period) from selling the New Common Shares to any Merger Issuance 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 (1) 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 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 Public Sale during the period from the “Effective Time” 30­day period, and (2) accepting an offer (as defined in the Merger AgreementHong Kong Takeovers Code) through under a general offer for the one-year anniversary Company where the offer has become unconditional (meaning that the offeror has received acceptances in respect of voting rights in the Company which, together with voting rights acquired or agreed to be acquired before or during the offer, will result in the offeror 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 Effective Time voting rights in the Company), or where the offeror has become entitled to compulsorily acquire the securities held by the Buyer (such period, and/or the “Lock-Up Period”); provided, that Permitted Transferee) under applicable laws and regulations. For the restrictions set forth in purpose of this Section 1.13(a4(f), “Competitor” means (a) shall terminate with respect the leading ten (10) companies in the area of pure foundry or semiconductor, respectively, in terms of annual global revenues according to 40,000,000 Common Shares six months following the Effective Time with most recent data of Gartner and/or iSuppli as at the prior approval of the majority of the independent trust managers of the Board. Closing Date, or (b) The terms of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract leading ten (10) semiconductor manufacturing companies in the PRC according 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 most recent data of the provisions Ministry of this Section 1.13 Industry and Information Technology of this Agreement the PRC or other institutions under its supervision (such as though the undersigned Holder were still the Holder of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver but not limited to the Company an agreement stating that China Semiconductor Industry Association) as at the transferee is receiving Closing Date. “Competitor’s Group” means the Competitor, its subsidiaries and holding such Merger Issuance Shares subject to all company, and any subsidiaries of the restrictions set forth in this Section 1.13Competitor’s holding company. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. From and after the date of this Agreement and through and including the two year anniversary of the Closing Date (a) Each the "Lockup Period"), the Holder irrevocably agrees that it will not offer, pledge, encumber, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of the economic consequences of ownership of the Merger Issuance its Holder’s Shares in a Public Sale, whether (including any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwisesecurities convertible into, or publicly disclose the intention to make any offer, sale, pledge or dispositionexchangeable for, or enter into representing the rights to receive, Holder’s Shares) or engage in any Hedging Transaction or other arrangement Short Sales with respect to any Merger Issuance security of the Company. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Holder’s Shares, including those which are covered by a registration statement, (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 except in compliance with this Agreement. Notwithstanding the foregoing, each Holder may transfer any Public Sale during Holder's Shares by (a) bona fide gift or (b) will or intestate succession to his or her immediate family or to a trust the period from sole beneficiaries of which are one or more of the undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of the undersigned), provided that each resulting transferee of such Holder's Shares executes and delivers to you an agreement satisfactory to you certifying that such transferee is bound by the terms of this Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. For purposes hereof, “Effective TimeShort Sales” (include, without limitation, all “short sales” 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: (i) any disclosure by any Holder in a Schedule 13D or 13G Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 Holderincluding on a total return basis), subject to its compliance with this Section 1.13, from time to time; and sales and other transactions through non-US broker dealers or (ii) any Holder from exercising its rights 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 hereofforeign regulated brokers. (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 restrictions set forth in this Section 1.13.

Lockup. (a) Each Subject to Section 6.8(b), the holders (the “Lockup Holders”) of common stock of the Company (i) issued as consideration pursuant to the merger of AAC II Merger Sub, Inc., a Delaware corporation, with and into Kodiak Robotics, Inc., a Delaware corporation (the “Business Combination Transaction”), including, for the avoidance of doubt, any shares of common stock of the Company issued as earnout consideration in connection with the Business Combination Transaction; (ii) issued upon the exercise of stock options or warrants outstanding as of immediately following the closing of the Business Combination Transaction in respect of stock options or warrants of Kodiak Robotics, Inc. outstanding immediately prior to the closing of the Business Combination Transaction; (iii) issued to or owned by any AACT Insider as of immediately prior to the closing of the Business Combination Transaction; or (iv) issued to the directors, officers and employees of the Company or its subsidiaries (such shares referred to in this Section 6.8(a), the “Lockup Shares”), may not, without the prior written consent of the Board of Directors (including, for the avoidance of doubt, a duly authorized committee thereof), Transfer any Lockup Shares until the end of the Lockup Period (the “Lockup”). Notwithstanding the foregoing, shares of Company common stock issued pursuant to the Company’s employee stock purchase plan shall not constitute Lockup Shares. (b) Notwithstanding the provisions set forth in Section 6.8(a), each Lockup Holder agrees that it or such Lockup Holder’s respective Permitted Transferees may Transfer the Lockup Shares during the Lockup Period: (i) as a bona fide gift to a current or former spouse or domestic partner, parent, sibling, child or grandchild of such Lockup Holder or any other natural person with whom such Lockup Holder has a relationship by blood, marriage or adoption not more remote than first cousin (any of the foregoing, an “immediate family member”) or as a charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of such Lockup Holder or its affiliates or an immediate family member of such Lockup Holder or a charitable organization; (iii) by will not offeror intestate succession upon the death of such Lockup Holder; (iv) pursuant to a qualified domestic order, sellcourt order or in connection with a divorce settlement, contract or any legal, regulatory or other order; (v) if such Lockup Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to sellanother corporation, pledge partnership, limited liability company, trust or otherwise dispose ofother business entity that, directly or indirectly, any Merger Issuance Shares in any Public Salecontrols, enter into a transaction that would have the same effect, is controlled by or enter into any Hedging Transaction is under common control 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 Salemanagement with such Lockup Holder, whether any through one of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash more intermediaries or otherwise, (B) to partners, limited liability company members or publicly disclose stockholders of such Lockup Holder or their affiliates, including, for the intention avoidance of doubt, where such Lockup Holder is a partnership, to make any offer, sale, pledge its general partner or dispositiona successor partnership or fund, or enter into any Hedging Transaction other funds or other arrangement with respect accounts managed or advised by such partnership or its affiliates, or (C) 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) if such Lockup Holder is a trust, to any Merger Issuance Shares in any Public Sale during a trustor or beneficiary of the period from trust or to the “Effective Time” estate of a beneficiary of such trust; (as defined in vii) to the Merger AgreementCompany’s officers, directors or their affiliates or immediate family members; (viii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under subsections (i) 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(avii) 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 Lock6.8(b); (ix) pursuant to a bona fide third-Up Period, restrict any party tender offer, merger, stock sale, contract recapitalization, consolidation or other transaction involving a Change in Control approved by the Board of Directors (including, for the avoidance of doubt and to the fullest extent permitted by law, a duly authorized committee thereof) or through entry into any lock-up, voting or similar agreement pursuant to which such Lockup Holder may agree to transfer, sell, pledge, Hedging Transaction tender or otherwise disposition dispose of any Merger Issuance Lockup Shares in any transaction not directly or indirectly involving connection with such a Public SaleChange in Control; provided, however, that in each if such casetender offer, merger, stock sale, recapitalization, consolidation or other such transaction is not completed, the transferred Merger Issuance Lockup Shares shall be remain subject to all the Lockup; (x) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the 1934 Act; provided, however, that such plan does not provide for the Transfer of Lockup Shares during the Lockup Period; (xi) to the Company in connection with the repurchase of such Lockup Holder’s shares in connection with the termination of such Lockup Holder’s employment with the Company pursuant to contractual agreements with the Company; (xii) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of common stock of the provisions Company or the vesting of Company stock-based awards; (xiii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of common stock of the Company or for the purpose of paying the exercise price of such options or for paying taxes due as a result of the exercise of such options, the vesting of such options or stock awards; (xiv) upon reasonably prompt prior notice to the Company, by private sales or transfers made in connection with any forward purchase agreement or similar arrangement entered into at or in connection with the closing of the Business Combination Transaction, at prices no greater than the price at which the Lockup Shares were originally purchased; or (xv) if the Triggering Event occurs. Notwithstanding the foregoing, in the case of clauses (i) through (viii), the Permitted Transferees must enter into a written agreement, in substantially the form of this Section 1.13 of this Agreement as though 6.8 (it being understood that any references to “immediate family member” in the undersigned Holder were still the Holder of agreement executed by such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver shall expressly refer only to the immediate family members of the original Lockup Holder and not to the immediate family members of the transferee), agreeing to be bound by the Lockup. (c) In order to enforce this Section 6.8, the Company an agreement stating may impose stop-transfer instructions with respect to the Lockup Shares until the end of the Lockup Period. (d) Notwithstanding the other provisions set forth in this Section 6.8, the Board of Directors (including, for the avoidance of doubt and to the fullest extent permitted by law, a duly authorized committee thereof) may, in its sole discretion, determine to waive, amend, or repeal any Lockup obligations set forth in this Section 6.8. Notwithstanding the foregoing, in the event that the transferee any Lockup Holder is receiving and holding such Merger Issuance Shares subject to all granted a discretionary waiver or termination of the restrictions set forth in this Section 1.136.8, such discretionary waiver or termination shall apply to each other Lockup Holder in the same proportion that the number of shares of Company common stock (or shares issued on the exercise, exchange or conversion of shares of common stock, as applicable) held by the Lockup Holder whose restrictions are terminated or waived bears to the number of shares of Company common stock (or such other shares) held by such other Lockup Holder (a “Pro-rata Release”). A Pro-rata Release shall not be applied in the case of an early release of any Lockup Holder from the restrictions described in this Section 6.8 due to circumstances of an emergency or hardship, as determined by the Board of Directors or any duly authorized committee thereof in its sole judgment. (ce) The terms For purpose 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.6.8:

Lockup. From and after the date of this Agreement and through and including the twelve (a12) Each month anniversary of the Closing Date under the Stock Purchase Agreement (the “Lockup Period”), the Holder irrevocably agrees that it will not offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of the economic consequences of ownership Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the rights to receive, the Holder’s Shares). In furtherance thereof, the Company will (x) place a stop order on all of the Merger Issuance Holder’s Shares, (y) notify its transfer agent in writing of the stop order and the restrictions on the Holder’s Shares under this Agreement and direct the transfer agent not to process any attempts by the Holder to resell or transfer any of the Holder’s Shares in violation of this Agreement. Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Holder’s Shares: (i) as a Public Salebona fide gift or gifts or pledge or pledges, whether any provided that the Holder provides prior written notice of these transactions are such gift or gifts or pledge to the Company and the Investors and the donee or donees or pledgee or pledgees (as the case may be) thereof agree to be settled bound 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 from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”)restrictions set forth herein; provided, that any such gifts or pledges shall not, in the aggregate (adding up all such gifts and pledges), exceed eight percent (8%) of the outstanding shares of Common Stock at the time of any such gift or pledge; and (ii) on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided that the transferee thereof agrees to be bound by 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 Boardherein. (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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. From and after the date of this Agreement and through and including the six month anniversary of the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (aplus one additional day for each Trading Day following the Effective Date of the initial Registration Statement filed pursuant to Section 2(a) Each of the Registration Rights Agreement during which either (1) the Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement is not effective or (2) the prospectus forming a portion of the Registration Statement is not available for the resale of the Registrable Securities (as defined in the Registration Rights Agreement) registered on such Registration Statement) (the “Lockup Period”), the Holder irrevocably agrees that it will not offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the economic consequences rights to receive, Holder’s Shares), except for Holder’s Shares (i) transferred pursuant to will, the laws of ownership decent and distribution, or qualified domestic relations order, (ii) disposed of as bona fide gifts, and (iii) transferred to a trust for the direct or indirect benefit of the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Shares undersigned 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 from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary immediate family 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 Saleundersigned; provided, however, that in each such case, the any Holder’s Shares transferred Merger Issuance Shares pursuant to items (ii) and (iii) of this letter 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 same restrictions set forth in this Section 1.13. (c) 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 letter. In furtherance thereof, the Exchange Act of Company will (x) its beneficial ownership of place a stop order on all Holder’s Shares covered by any Merger Issuance Shares or registration statements, (y) notify 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 transfer agent in writing of the stop order and the restrictions on such Holder), subject to its compliance with this Section 1.13, from time to time; or (ii) any Holder from exercising its rights ’s Shares under this Agreement and direct the transfer agent not to require process any attempts by the Company Holder to file a resell or transfer any Holder’s Shares under such registration statement under the Securities Act to register all statements or any part otherwise in violation of the Merger Issuance Shares for resale at any time after the six month anniversary hereofthis Agreement. (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 restrictions set forth in this Section 1.13.

Lockup. Subscriber shall not transfer, assign or sell (ai) 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 Founder Shares or any Class A Common Stock issuable upon conversion thereof (other securities, in cash or otherwise, or publicly disclose than to an affiliate of Subscriber that is subject to 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 from the “Effective Time” (same restrictions 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(aAgreement) shall terminate with respect to 40,000,000 Common Shares six months until the earliest of (A) one year following the Effective Time with closing of Business Combination (or for such shorter period as may apply to the prior approval Sponsor) and (B) subsequent to Business Combination, (x) if the closing price of the majority 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 the Business Combination, or (y) the date 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 independent trust managers right to exchange their ordinary shares for cash, securities or other property and (ii) any of the Board. its Private Placement Warrants and Class A Common Stock issued upon conversion or exercise thereof (b) The terms other than to an affiliate 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, Subscriber that in each such case, the transferred Merger Issuance Shares shall be is subject to all of the provisions of this Section 1.13 of this Agreement same restrictions 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. (cAgreement) The terms until 30 days after the closing of this Section 1.13 shall not prohibit or restrict: the Business Combination. Notwithstanding the foregoing, (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (y) 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 Class A shares to which such securities relate) are changed as applicable to the owners Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the Holder)IPO, subject to its compliance with this Section 1.13, from time to time; or the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) any Holder from exercising its rights under this Agreement to require in the Company to file a registration statement under event the Securities Act to register all Sponsor or any part 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 Merger Issuance Founder Shares for resale at and Private Placement Warrants (or any time after the six month anniversary hereof. (d) Each Holder agrees that its registration rights relating securities into which they have been converted). Notwithstanding anything herein to the Registrable Securities set forth contrary, nothing in this Agreement shall be subject to material compliance 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 restrictions set forth in this Section 1.13IPO.

Lockup. Without the prior written consent of the Company, Stockholder will not, from the Effective Date until the earlier of (i) 180 days after the date of this Agreement and (ii) the date that The American Stock Exchange ("AMEX") has approved the Company's application for listing of the Common Stock, directly or indirectly: (a) Each Holder agrees that it will not offer, pledge, announce the intention to sell, sell, assign, transfer, encumber, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock that may be deemed to be beneficially owned by the undersigned in any Public Saleaccordance with the rules and regulations of the U.S. Securities and Exchange Commission) (collectively, enter into a transaction that would have the same effect, or "Lockup Shares"); (b) enter into any Hedging Transaction swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Merger Issuance Shares in a Public Saleany Lockup Shares, whether any of these transactions are such transaction described in clause (a) above is to be settled by delivery of Merger Issuance Lockup Shares or such other securities, in cash or otherwise; or (c) make any demand for, or publicly disclose the intention to make exercise any offer, sale, pledge or disposition, or enter into any Hedging Transaction or other arrangement right with respect to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such periodto, the “Lock-Up Period”)registration of any Lockup Shares; providedprovided that this agreement will not prevent the transfer of Lockup Shares by Stockholder as a gift or gifts to family members or charitable organizations to the extent that any donee thereof agrees in writing to be bound by the terms of this Section 1; and provided further, that the restrictions set forth in this Section 1.13(a) 1 shall terminate with respect only apply to 40,000,000 Common Shares six months following the Effective Time with the prior approval 75% of the majority Lockup Shares owned by Stockholder on the date of this Agreement. The remaining 25% of the independent trust managers of Lockup Shares owned by Stockholder on the Board. (b) The terms date of this Section 1.13 Agreement, and any additional shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock acquired by Stockholder after the date of this Agreement, 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 1.131. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. From and after the date of this Agreement and through and including the earlier of (ai) Each the one-year anniversary of the date on which all “Registrable Securities” (as such term is defined in the Registration Rights Agreement entered into in connection with the Purchase Agreement), other than the 2007 Make Good Shares and 2008 Make Good Shares, have been registered for resale on Registration Statements declared effective by the Commission, or (ii) the two-year anniversary of the Closing Date (the “Lockup Period”), the Holder irrevocably agrees that it will not offer, pledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of its Holder’s Shares (including any securities convertible into, or exchangeable for, or representing the economic consequences of ownership rights to receive, Holder’s Shares). 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 Merger Issuance 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. The foregoing shall not apply to (a) any transfer with respect to the Holder Shares to a Public Saleperson that agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the Investors), (b) bona fide gifts, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash charitable organizations or otherwise, or publicly disclose provided the intention recipient thereof agrees in writing 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 be bound by the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary terms of the Effective Time (such period, the “this Lock-Up Period”Letter Agreement (with a copy thereof to the Investors); provided, that (c) dispositions to any foundation, trust, partnership or the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following limited liability company, as the Effective Time with case may be, exclusively for the prior approval direct or indirect benefit of the majority undersigned and/or the immediate family of the independent trust managers undersigned, provided that such person (or trustee of such trust) agrees in writing to be bound by the Board. (b) The terms of this Section 1.13 shall not, during the Lock-Up PeriodLetter Agreement (with a copy thereof to the Investors), restrict any offer, sale, contract (d) dispositions by a partnership 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 partner of such Merger Issuance Shares; and providedpartnership, further, that provided such partner agrees in writing to be bound by 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: Lock-Up Letter Agreement (iwith a copy thereof to the Investors) any disclosure and (e) dispositions by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) its general intent limited liability company 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 a member of such shares company, provided such member agrees in writing to be bound by the terms of this Lock-Up Letter Agreement (with a copy thereof to the owners of the HolderInvestors), 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 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 restrictions set forth in this Section 1.13.

Lockup. (ai) Each Holder agrees that it will In the event the Company shall undertake its first sale to the public pursuant to a registration statement of 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 (including, without limitation, any short sale), sell any option or contract to purchase, purchase any option or contract to sell, pledge grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter shares of Common Stock or other securities of the Company convertible into a transaction that would have or exercisable or exchangeable for Common Stock held by such Stockholder immediately before the same effecteffective date of the registration statement for such offering, or enter into any Hedging Transaction swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of the Merger Issuance Shares in a Public Sale, Common Stock (whether any of these transactions are such transaction is described in this subsection is to be settled by delivery of Merger Issuance Shares 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 reasonably necessary to allow the Company’s underwriters to comply with NASD Conduct Rule 2711 (or publicly disclose any similar successor rule); and (B) the intention Company’s directors, officers and stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to make any offer, sale, pledge conversion into Common Stock of all outstanding Preferred Stock) also agree to such limitations.” (ii) In the event that the Company advises a Stockholder that it intends to file or disposition, or enter into any Hedging Transaction or other arrangement has filed a registration statement with respect to any Merger Issuance Shares in any Public Sale during the period from Planned IPO, each Stockholder shall enter into a lock-up agreement with the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary representatives of the Effective Time underwriters identified by the Company in substantially the form attached as Exhibit A within ten days of the Company’s request.” (such period, the “Lockiii) The Company may impose stop-Up Period”); provided, that the restrictions set forth in this Section 1.13(a) shall terminate transfer instructions with respect to 40,000,000 the shares of Common Shares six months following the Effective Time with the prior approval Stock or other securities 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 Company convertible into or otherwise disposition of any Merger Issuance Shares in any transaction not directly exercisable or indirectly involving a Public Sale; provided, however, that in each such case, the transferred Merger Issuance Shares shall be exchangeable for Common Stock subject to all of the provisions of this Section 1.13 of this Agreement as though foregoing restriction until the undersigned Holder were still the Holder end of such Merger Issuance Shares; and provided, further, that one hundred eighty (180) day period (or 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 extended period set forth in this Section 1.13above). (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.”

Lockup. (a) Each Holder agrees that it will If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not offerbe sold, sell, contract to sell, pledge assigned or otherwise dispose oftransferred to any Person (i) in the case of the Warrants, directly during the Exercise Period, (ii) as to any Qualifying Shares, during the period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (y) 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 indirectlythe 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 such Share is first issued ("Issue Date") and ending on the 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), except that a Registered Holder may transfer its Warrant, any Merger Issuance Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not an Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, if 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, designated Holder desires to pledge any of the economic consequences Warrants, any Qualifying Shares or any Shares, then it shall be a condition to the effectiveness of ownership any such pledge during the applicable of the Merger Issuance Shares foregoing periods that the pledgee agree in a Public Sale, whether any of these transactions are writing to be settled bound 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 from the “Effective Time” (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 7.5 as though if it were 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 1.13pledgor hereunder. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. (ai) Each Holder Subscriber agrees with the Company that it will (i) the Founder Shares may not offerbe transferred, sellassigned or sold until the earlier to occur of: (A) one year after the consummation of the Business Combination and (B) the date following the completion of the Business Combination on which the Company completes a liquidation, contract to sellmerger, pledge share exchange or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a other similar transaction that would have results in all of its shareholders having the same effectright 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 enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any subscriber 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 Founder Shares or other securitiesPrivate Placement Stock, receives terms more favorable than the restrictions contained 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 from the “Effective Time” this Section 4(a) (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up PeriodRestrictions”); provided, that the restrictions set forth in this Section 1.13(a) then such terms shall terminate with respect be equally applied to 40,000,000 Common Subscriber’s Founder 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 notand/or Private Placement Stock, during as applicable, and the Lock-Up PeriodRestrictions contained herein shall be amended, restrict without any offerfurther required action of the parties hereto, saleto 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, contract transfers, sales and assignments of the Securities are permitted (i) to sellthe Company’s officers or directors, pledge, Hedging Transaction any affiliates or otherwise disposition family members of any Merger Issuance Shares 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 beneficiary of which is a member of such individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) 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 transaction not directly investment fund or indirectly involving other entity controlled or managed by Subscriber, or to any 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 Public Sale“Permitted Transferee”); provided, however, that in each such casethe case of clauses (i) through (v) and (vii), these Permitted Transferees must enter into a written agreement agreeing to be bound by the transferred Merger Issuance Shares shall be subject to all terms of this Agreement, including these transfer restrictions. (ii) Following the expiration 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 transfer restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 shall not prohibit or restrict: clause (i) any disclosure by any Holder above, if the Securities are eligible to be sold without restriction under, and without the Company being in a Schedule 13D or 13G compliance with the current public information requirements of, Rule 144 under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares Securities Act, or (y) 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 registration statement if they are registered for resale under the Securities Act pursuant to register all or any part of a shelf registration statement, then at Subscriber’s written request, the Merger Issuance Shares for resale at any time after Company will use commercially reasonable efforts to cause the six month anniversary hereof. Company’s transfer agent to remove the legend referred to in clause (di) Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be above, subject to material compliance by Subscriber with the restrictions set forth in this Section 1.13reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.

Lockup. (a) Each 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) those included in the registration in question and (ii) sale transactions not involving a public offering, provided that the transferee of such Century Holder as a condition thereto and in connection therewith, agrees to be bound by and joins in this Section 7), without the prior written consent of Adelphia or such underwriters, as the case may be, for such period of time not to exceed 90 days from the effective date of such registration as Adelphia or 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 the Century Holder as soon as the restrictions on sale terminate. Adelphia hereby agrees to give Century Holders among other things written notice of the filing of a registration statement for a proposed underwritten offering to which the restrictions in this Section 7 could apply if so requested. (b) 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 Century Holders or any of the Rigas Shareholders (or any of their respective affiliates) may be a party (i) Adelphia agrees that it will not offerrequest, selland will not permit the underwriters managing any underwritten offering of Adelphia's securities to request, contract and (ii) each of the Century Holders agrees that it will not agree to, and will not permit the Rigas Shareholders to sell, pledge or otherwise dispose of, directly or indirectlyagree to, any Merger Issuance Shares restriction of the type described in Section 7(a) which could, under any Public Sale, enter into a transaction that would have circumstances restrict the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, ability of any of the economic consequences of ownership 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 Merger Issuance Registrable Shares as a result of restrictions of the type described in a Public SaleSection 7(a) (or comparable provisions of other agreements as described in the foregoing sentence), whether Adelphia hereby irrevocably consents, and agrees to cause any underwriter managing any underwritten offering of these transactions Adelphia's securities to irrevocably consent in writing, to such sale or sales. (c) Nothing in this Section 7 shall be deemed to imply or constitute an admission that sales of Registrable Shares by any Century Holder are intended to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwise, or publicly disclose the intention would be subject 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 from the “Effective Time” (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(a7(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 or comparable provisions of any other agreement, whether now existing or hereafter entered into, to which Adelphia, 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 Century Holders or any of the restrictions set forth in this Section 1.13. Rigas Shareholders (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 hereoftheir respective affiliates) may be a party. (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 restrictions set forth in this Section 1.13.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the earlier of (ai) Each the Effective Date of the Registration Statement resulting in not less than seventy-five (75%) percent of all the Registrable Securities being registered for resale in accordance with the terms and conditions of the Registration Rights Agreement (plus one additional day for each Trading Day following the Effective Date of any Registration Statement during which either (1) the Registration Statement is not effective or (2) the 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) or (ii) the date on which all of the Registrable Securities can be sold without volume restrictions under Rule 144 (the "Lockup Period"), the Holder irrevocably agrees that it will not offer, pledge, encumber, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of its Shares (including any securities convertible into, or exchangeable for, or representing the economic consequences of ownership rights to receive, Shares), except for the sale of the Merger Issuance Holder’s Shares to the Successor pursuant to the Call Option Agreement dated the date hereof, which is subject to the provisions set forth below on transfers. In furtherance thereof, the Company will (x) place a stop order with the Transfer Agent on all Shares, including those which are covered by a registration statement, (y) notify the Transfer Agent in a Public Salewriting of the stop order and the restrictions on such Shares under this Agreement and direct the Transfer Agent not to process any attempts by the Holder to resell or transfer any Shares under any registration statements, whether any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwiserule 144, or publicly disclose otherwise in violation of this Agreement. Notwithstanding the intention to make any offer, sale, pledge or dispositionforegoing, or enter into any Hedging Transaction or other arrangement with respect anything to any Merger Issuance Shares in any Public Sale during the period from contrary contained herein, subject to the “Effective Time” (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 provisions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months the 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 casesentence, the transferred Merger Issuance Successor may transfer Shares to his wife or children (a “Permitted Holder”). Any transfer of Shares permitted hereunder shall be subject to all the following: (a) the transferor shall give prior notice of such intended transfer to each of the provisions Transfer Agent and the Company, (b) such transfer is subject to the prior undertaking by each of this Section 1.13 of Successor and each Permitted Holder (as applicable) with the Company, Transfer Agent and Investors that such transferred Shares are subject in all respects to the obligations and restrictions on Shares under 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 in place of the restrictions set forth in this Section 1.13. relevant transferor (including the placing on such Shares of a restrictive legend) and (c) The terms such transferor shall remain liable for any breach by such Permitted Holder or, in the case of this Section 1.13 shall not prohibit or restrict: (i) any disclosure by any Holder in a Schedule 13D or 13G under transfer pursuant to the Exchange Act of (x) its beneficial ownership Call Option, the Successor, of any Merger Issuance Shares or (y) 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 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 hereofprovision hereunder. (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 restrictions set forth in this Section 1.13.

Lockup. From and after the date of this Agreement and through and including the one year anniversary of the earlier of (ai) Each the effective date of a registration statement resulting in all Shares being registered for resale by the Investors, or (ii) such date that all Shares are eligible to be sold pursuant to Rule 144 of the Securities Act of 1933, as amended, without restriction as to volume (the "Lockup Period"), the Holder irrevocably agrees that that, except as set forth below, it will not offer, pledge, encumber, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have or announce the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in partoffering of, any of the economic consequences of ownership of the Merger Issuance its Holder’s Shares in a Public Sale, whether (including any of these transactions are to be settled by delivery of Merger Issuance Shares or other securities, in cash or otherwisesecurities convertible into, or publicly disclose the intention to make any offer, sale, pledge or dispositionexchangeable for, or enter into representing the rights to receive, Holder’s Shares) or engage in any Hedging Transaction or other arrangement Short Sales with respect to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary security of the Effective Time (such periodCompany. In furtherance thereof, the “Lock-Up Period”); providedCompany will (x) place a stop order with the Transfer Agent on all Holder’s Shares, that including those which are covered by a registration statement, (y) notify its transfer agent in writing of the stop order and the restrictions set forth 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 except in compliance with this Section 1.13(aAgreement. Notwithstanding the foregoing, each Holder may transfer any Holder's Shares by (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. bona fide gift or (b) The terms will or intestate succession to his or her immediate family or to a trust the sole beneficiaries of this Section 1.13 shall not, during the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction which are one 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 more of the provisions undersigned and his or her immediate family (the term "immediate family" meaning for these purposes the spouse, domestic partner, lineal descendant, father, mother or sibling of this Section 1.13 of this Agreement as though the undersigned Holder were still the Holder undersigned), provided that each resulting transferee of such Merger Issuance Shares; Holder's Shares executes and provided, further, that the transferee must execute and deliver delivers to the Company an agreement stating satisfactory to the Company certifying that the such transferee is receiving and holding such Merger Issuance Shares subject to all of bound by the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 Agreement and has been in compliance with the terms hereof since the date first above written as if it had been an original party hereto. Further, Holder shall not prohibit be permitted to pledge, encumber, or restrict: (i) create a security interest in any disclosure by any Holder or all of its Holder's Shares to secure the payment or performance of indebtedness and other obligations of the Company and/or its Subsidiaries to bona fide commercial lending institutions. For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in a Schedule 13D or 13G Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 Holderincluding on a total return basis), subject to its compliance with this Section 1.13, from time to time; and sales and other transactions through non-US broker dealers or (ii) any Holder from exercising its rights 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 hereofforeign regulated brokers. (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 restrictions set forth in this Section 1.13.

Lockup. (a) Each Except as provided in Section 1.01(b), from the date of Closing to and including January 17, 2022, Holder agrees that it will shall not offer, sell, contract to sell (including any short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, pledge sell any option or contract to purchase, or otherwise encumber, dispose ofof or transfer, or grant any rights with respect to, directly or indirectly, any Merger Issuance Shares in shares of Company Common Stock or securities convertible into or exchangeable or exercisable for any Public Saleshares of Common Stock, enter into a transaction that which would have the same effect, or enter into any Hedging Transaction swap, hedge 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 SaleCompany Common Stock, whether any of these transactions are such aforementioned transaction is to be settled by delivery of Merger Issuance Shares 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 Hedging Transaction such transaction, swap, hedge or other arrangement with respect arrangement, without, in each case, the prior written consent of the Company, 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 (iv) pursuant to any Merger Issuance Shares in any Public Sale during the period other applicable exemption from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary registration requirements of the Effective Time (such periodSecurities Act, the “Lock-Up Period”); providedin each case, that the restrictions set forth in this subject to 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 Board2.03. (b) Notwithstanding Section 1.01(a), from the date of Closing to and including January 17, 2022: (i) The terms Holder may sell up to an aggregate of this Section 1.13 shall not, during 50% of the Lock-Up Period, restrict any offer, sale, contract Registrable Securities held by such Holder (the “Aggregate Threshold Amount”) pursuant to sell, pledge, Hedging Transaction or otherwise disposition of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Salethe Initial Demand Registrations; provided, however, that in each such case, the transferred Merger Issuance Shares shall be subject to all Holder may not sell more than an aggregate of 25% of the provisions Registrable Securities held by such Holder in any Initial Demand Registration made pursuant to Section 2.02(a)(ii) of this Section 1.13 of this the Registration Rights Agreement as though (the undersigned Holder were still the Holder of such Merger Issuance Shares“Interim Threshold Amount”); and provided, further, that the transferee must execute and deliver 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 Company Registration Rights Agreement elects not to participate in an agreement stating that 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 transferee is receiving and holding case may, then Holder may elect to sell an additional number of Registrable Securities held by such Merger Issuance 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 all of the restrictions delay and suspension rights set forth in this Section 1.132.03 of the Registration Rights Agreement. (c) The terms 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 or securities convertible into or exchangeable or exercisable for any shares of Company Common Stock or enter into a transaction which would have the same effect, or publicly disclose the intention to make any such offer or sale or to enter into any such transaction or other arrangement, without, in each case, the prior written consent of the Investor Designee, which consent may be withheld in the Investor Designee’s sole discretion, except for (A) issuance of Company Common Stock upon (1) exercise of options, (2) settlement of performance share units, (3) vesting of restricted shares, (4) vesting of shares issued at the election of a participant or 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 Section 1.13 shall not prohibit Agreement, (B) the issuance of Company Common Stock, restricted stock, stock options, performance share units, phantom units, or restrict: (i) any disclosure by any Holder in a Schedule 13D or 13G other stock performance awards under the Exchange Act Company’s benefit and compensation plans as in effect on the date of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 registration statement or under the Securities Act to register all or any part EQT Corporation 2020 Long-Term Incentive Plan, and (C) the offer and sale 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 shares of Company Common Stock in this Agreement shall be subject to material compliance accordance with the restrictions set forth Company’s 2009 Dividend Reinvestment and Stock Purchase Plan as in effect on the date of this Section 1.13Agreement.

Lockup. (ai) Each Holder Subscriber agrees that it will the Founder Shares may not offerbe transferred, sellassigned or sold (except to certain permitted transferees as described in the Registration Statement) until the earlier to occur of: (1) one year after the consummation of the Business Combination and (2) the date following the completion of the Business Combination on which the Company completes a liquidation, contract to sellmerger, pledge share exchange or otherwise dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a other similar transaction that would have results in all of its shareholders having the same effectright to exchange their shares of common stock for cash, or enter into any Hedging Transaction securities or other arrangement that transfersproperty. Notwithstanding the foregoing, in whole or in part, any if the closing price of the economic consequences of ownership 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. The Founder Shares shall contain a legend reflecting the foregoing lockup. Notwithstanding anything to the contrary contained herein, Subscriber shall not be prohibited from effecting a short sale with securities that do not constitute “Securities” under this Agreement. (ii) Following the expiration 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 from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); provided, that the transfer 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: clause (i) any disclosure by any Holder above, if the Securities are eligible to be sold without restriction under, and without the Company being in a Schedule 13D or 13G compliance with the current public information requirements of, Rule 144 under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares Securities Act, or (y) 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 registration statement if they are registered for resale under the Securities Act pursuant to register all or any part of a shelf registration statement, then at the Merger Issuance Shares for resale at any time after Subscriber’s written request, the six month anniversary hereof. Company will use commercially reasonable efforts to cause the Company’s transfer agent to remove the legend referred to in clause (di) Each Holder agrees that its registration rights relating to the Registrable Securities set forth in this Agreement shall be above, subject to material compliance by the Subscriber with the restrictions set forth in this Section 1.13reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.

Lockup. (a) Each Holder agrees that it will If the Warrants vest, then the Warrants, the Qualifying ------ Shares and the Shares purchased upon exercise of the Warrants may not offerbe sold, sell, contract to sell, pledge assigned or otherwise dispose oftransferred to any Person (i) in the case of the Warrants, directly during the Exercise Period, (ii) as to any Qualifying Shares, during the period commencing on (x) in the case of any such Qualifying Shares purchased prior to the Initial Vesting Date, the Initial Vesting Date and (y) 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 indirectlythe 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 such Share is first issued ("Issue Date") and ending on the corresponding day in the [*] following the Issue Date (or, if there is no such corresponding day in such [*], then the last day of such [*]), except that a Registered Holder may transfer its Warrant, any Merger Issuance Shares purchased thereunder and any Qualifying Shares (x) to an Affiliate of such Registered Holder that agrees in writing to be bound by the terms of this Agreement and (y) to a Person that is not an Affiliate of such Registered Holder pursuant to a public offer made by such Person to acquire 50% or more of the outstanding shares of Common Stock. Further, if 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, designated Holder desires to pledge any of the economic consequences Warrants, any Qualifying Shares or any Shares, then it shall be a condition to the effectiveness of ownership any such pledge during the applicable of the Merger Issuance Shares foregoing periods that the pledgee agree in a Public Sale, whether any of these transactions are writing to be settled bound 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 from the “Effective Time” (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 7.5 as though if it were 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 1.13pledgor hereunder. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. (a) Each Holder The Purchaser hereby agrees that it will (i) the Purchaser shall not sell, offer, sellpledge, contract to sell, pledge grant any option or contract to purchase, purchase any option or contract to sell, grant any right or warrant to purchase, lend or otherwise dispose oftransfer or encumber, directly or indirectly, any Merger Issuance shares of Common Stock, the Warrant Shares in any Public Saleor other securities of the Company (“Transfer”), enter into a transaction that would have nor shall the same effect, or Purchaser enter into any Hedging Transaction swap, hedging or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock, the Merger Issuance Shares in a Public Sale, whether any of these transactions are to be settled by delivery of Merger Issuance Warrant Shares or other securities, in cash or otherwise, or publicly disclose securities of 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 Company until the period from the “Effective Time” Release Date (as defined in below); provided that the Merger Agreement) through the Purchaser shall be permitted to Transfer up to one-year anniversary third of the Effective Time Purchaser’s shares of Common Stock of the Company (such periodincluding the Warrant Shares issuable upon exercise of the Warrants) at any time from and after the effective date of the Company’s first registration statement filed with the SEC, and (ii) following the Release Date, the “Lock-Up Period”); providedPurchaser shall be entitled to Transfer the Purchaser’s remaining shares of Common Stock, the Warrant Shares or other securities of the Company. The Purchaser hereby covenants and agrees that (x) it shall abide by the restrictions set forth in this Section 1.13(aabove and (y) the Company shall terminate with respect be entitled to 40,000,000 Common Shares six months following the Effective Time place “stop transfer” instructions with the prior approval of Company’s transfer agent in compliance with the majority of the independent trust managers of the Board. (b) The terms above restrictions. For purposes 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 case7, the transferred Merger Issuance Shares term “Release Date” shall be subject to all mean the earlier of (i) one year from the date of filing of the provisions first registration statement of this Section 1.13 the Company with the SEC or (ii) ninety (90) days following the closing of this Agreement as though an underwritten public offering of the undersigned Holder were still Company’s securities. Notwithstanding the Holder foregoing, in the event the Company delivers a notice of such Merger Issuance Shares; and provided, further, that the transferee must execute and deliver redemption to the Company an agreement stating that holders of the transferee is receiving and holding such Merger Issuance Shares subject Warrants (pursuant to all the terms of the Warrants) (the “Redemption Notice”), the restrictions set forth in this Section 1.13. (c) The terms above shall terminate effective on the date 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 delivery 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 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 hereofRedemption Notice. (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 restrictions set forth in this Section 1.13.

Lockup. In recognition of the benefit that the Merger will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees, for the benefit of the Company and Parent, that, without the written consent of Parent (aor, if applicable, Pubco (as defined below), during the period beginning on the closing date (the “Closing Date”) Each Holder agrees of the Merger and ending fifteen (15) months after the Closing Date (the “Initial Lockup Period” and the Initial Lockup Period as extended by a Trigger Event (as defined below), the “Lockup Period”), provided that it the Initial Lockup Period is subject to extension upon the occurrence of any Trigger Event such that the Lockup Period shall expire on the fifteen (15) month anniversary of the Trigger Event, and shall apply to any Parent Successor Securities (as such term is defined below), the undersigned will not not, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, pledge hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of, directly or indirectly, any Merger Issuance Shares in any Public Sale, enter into a transaction that would have the same effect, of (or enter into any Hedging Transaction 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), any securities of Parent (each, a “Parent Security”), beneficially owned, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the undersigned on the date hereof or hereafter acquired or (ii) enter into any swap or other arrangement agreement or any transaction that transfers, in whole or in part, any of directly or indirectly, the economic consequences consequence of ownership of the Merger Issuance Shares in a Public Saleany Parent Security, whether any of these transactions are such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Merger Issuance Shares or other securitiesany Parent Security (each of the foregoing, a “Prohibited Sale”). This Letter Agreement shall apply to all Parent Securities owned by the undersigned including shares of Parent’s common stock issued to the undersigned 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 connection with respect to any Merger Issuance Shares in any Public Sale during the period from the “Effective Time” (as defined in the Merger and all Parent Successor Securities. For purposes of this Letter Agreement, “Trigger Event” shall be defined as the date the Parent consummates a reverse merger transaction with an entity (“Pubco”) through whose securities are traded on a national securities exchange or over the one-year anniversary counter market pursuant to a merger, share exchange or asset purchase agreement; and “Parent Successor Securities” shall be defined as securities of Pubco issued to the Effective Time (such period, the “Lock-Up Period”); provided, that the restrictions set forth undersigned in this Section 1.13(a) shall terminate with respect to 40,000,000 Common Shares six months following the Effective Time connection with the prior approval of the majority of the independent trust managers of the BoardTrigger Event. (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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. S▇▇▇▇▇ agrees that, without the prior written consent of the Company, Seller will not, from the date of this Agreement until the date that is fourteen (a14) Each Holder agrees that it will not months following the First Closing Date (the “Lock- up Period”), directly or indirectly, offer, sell, contract to sell, pledge pledge, grant any option to purchase, lend or otherwise transfer or 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 dispositiondisposition of any Common Shares, or enter into any Hedging Transaction options or warrants to purchase any Common Shares, or any securities convertible into, exchangeable for, or that represent the right to receive, Common Shares, engage in any hedging or other transaction or arrangement with respect (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or other derivative transaction or instrument) which is designed to or which could reasonably be expected to lead to or result in a sale, loan, pledge or other disposition or transfer of all or a portion of the economic consequences of ownership of the Common Shares or any Merger Issuance securities convertible into or exercisable or exchangeable for Common Shares, in each case other than (i) the Repurchased Shares in to be sold hereunder solely to the Company; (ii) any Public Sale during other Common Shares that may be sold by Seller solely to the period from the “Effective Time” Company; (iii) Common Shares transferred to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect controlled affiliate (as defined in the Merger Agreement) through the one-year anniversary under Rule 12b-2 of the Effective Time (Exchange Act) of Seller; provided that Seller shall cause any such period, the “Lock-Up Period”); provided, controlled affiliate that the restrictions set forth in this Section 1.13(a) shall terminate with respect to 40,000,000 obtains any Common Shares six months following to be bound by 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 Agreement to the fullest extent as if such controlled affiliate were Seller hereunder; and (iv) Seller may enter into a written plan meeting the requirements of Rule 10b5-l under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, for the transfer of Common Shares that does not in any case provide for the transfer of Common Shares during the Lock-up Period; provided that any voluntary or required public filing, report or disclosure regarding such Rule 10b5-1 Plan shall not, include a statement to the effect that no transfers may be made pursuant to such trading plan 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: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

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 (whether or not the offering is pursuant to Section 5 hereof and whether or not such Holder is participating in such offering), that, upon request of the underwriters managing any such offering, such Holder will agree in writing not to sell, make short sales of or otherwise dispose of any Registrable Securities (other than that included in the registration) without the prior consent of such underwriters for such period of time as may be reasonably requested by the underwriters. 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) Each Holder agrees that it will 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), the date on which the preliminary prospectus is first distributed in connection with such offering, provided, if the applicable registration statement is 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 declared effective within thirty (30) days after the same effect, or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any commencement 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 from the “Effective Time” (as defined in the Merger Agreement) through the one-year anniversary of the Effective Time (such period, the “Lock-Up Period”); providedlockup shall not apply from the end of such thirty (30) day period until the applicable registration statement is declared effective, that or (b) otherwise, the restrictions set forth date on which the applicable registration statement is declared effective. Notwithstanding anything in this Section 1.13(a12.1 to the contrary, the obligations under this Section 12.1 shall apply only to the extent that each executive officer and director of the Company holding Common Stock of the Company, holders of 5% or more of the Company's Common Stock who are Affiliates of the Company and other participants in such registration (collectively the "Lockup Persons") shall terminate with respect enter into similar lockup agreements that are no more favorable to 40,000,000 Common Shares six months following such Lockup Persons than those applicable to the Effective Time with Holders and which have a duration the prior approval of same as that applicable to the majority of Holders. In the independent trust managers of event that the Board. (bCompany or the managing underwriter(s) The terms of this Section 1.13 shall not, during release any such Lockup Persons from the Lock-Up Period, restrict any offer, sale, contract to sell, pledge, Hedging Transaction or otherwise disposition requirements of any Merger Issuance Shares in any transaction not directly or indirectly involving a Public Sale; providedsuch lockup agreement, however, that in each such case, the transferred Merger Issuance Shares Selling Holder shall be subject entitled 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 1.13a corresponding pro rata release from its lockup. (c) 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 Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 restrictions set forth in this Section 1.13.

Lockup. (a) Each Holder Subject to Sections 7(b) and 7(c), Investor agrees that that, without the prior written consent of the Company (which may be withheld for any reason), it will not offer, directly or indirectly sell, contract transfer, offer to sellsell or transfer, pledge grant any option for the sale or transfer of, or otherwise dispose of, directly (“Dispose” or indirectly, “Disposition”) of any Merger Issuance Shares in any Public Sale, enter into a transaction that would have shares of Common Stock acquired pursuant to the same effect, Purchase Agreement or enter into any Hedging Transaction or other arrangement that transfers, in whole or in part, any upon exercise of the economic consequences Warrant (the “Investment Shares”), except that (i) from August 23, 2012, Investor may Dispose of ownership up to 50% in aggregate of the Merger Issuance Investment Shares; and (ii) from and after February 23, 2013, Investor may Dispose of any and all Investment Shares; provided, however, that such restrictions will terminate as to all Shares in (i) upon a Public Sale, whether any Change 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 from the “Effective Time” Control (as defined in the Merger AgreementWarrant), and (ii) through six (6) months following the one-year anniversary consummation of an Extension Expiration Event (as defined in the Warrant). (b) Notwithstanding Section 7(a), Investor may, from time to time, transfer all or any of the Effective Time Investment Shares to an Affiliate of Investor, or Warrant Shares to an employee of Cambridge Information Group, Inc., a Maryland corporation (such period, the “Lock-Up PeriodCIG”); provided, that transfers to employees of CIG shall not exceed 10% of the Warrant Shares, in the aggregate; provided, further that in each such case the Investor shall have first delivered to the Company notice of the proposed transfer (including the name of the proposed transferee and such other information as is reasonably necessary to confirm that such proposed transferee is an Affiliate of Investor or an employee of CIG, as applicable) and (ii) the proposed transferee has executed and delivered to the Company an acknowledgement (in such form as the Company reasonably requests) that it shall be bound by the restrictions set forth in this Section 1.13(a) shall terminate 7 with respect to 40,000,000 Common the Investment Shares six months following the Effective Time with the prior approval of the majority of the independent trust managers of the Boardso transferred. (bc) The terms of this Section 1.13 shall not, during If Investor surrenders 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 Warrant to the Company an agreement stating that for cancellation at any time prior to the transferee is receiving and holding such Merger Issuance Shares subject to all exercise (in whole or in part) of the Warrant, the restrictions set forth in this Section 1.13. (c) The terms of this Section 1.13 7 shall not prohibit or restrict: (i) any disclosure by any Holder in a Schedule 13D or 13G under the Exchange Act of (x) its beneficial ownership of any Merger Issuance Shares or (y) 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 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 hereofterminate. (d) Each Holder agrees that its registration rights relating to Any Disposition of Investment Shares made in contravention of any of the Registrable Securities set forth in provisions of this Agreement Section 7 shall not be recognized by the Company and shall be subject to material compliance with the restrictions set forth in this Section 1.13void and of no effect.