Common use of Lockup Clause in Contracts

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees not to Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). (b) Each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period (i) to any direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Persons or their respective Affiliates, or to any other Stockholder Party; (ii) by gift to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(vii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the Lock-up Period, excluding in connection with a Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Party agrees that it, he or she shall not to Transfer (i) any Lock-up Shares until the end of the Lock-Up Shares Period, and (ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-upup Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Class A Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Each Notwithstanding Section 2.1(a) above, Sponsor and each Stockholder Party or any of its their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period Period: (i) to other Stockholder Parties or any direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Persons Stockholder Party or their respective its Affiliates, or to any other Stockholder Party; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by gift virtue of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Stockholder Party or the Immediate Family Member of such Stockholder Party; (v) to any Immediate Family Member or other dependent; (vi) to a member nominee or custodian of the individual’s Immediate Family a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a trustGovernmental Authority, the primary beneficiaries of which are one including any qualified domestic relations order, divorce, decree or more members of the individual’s Immediate Family or an Affiliate of such Person, or, separation agreement; (viii) in the case of a trust, Transfer to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to SPAC, the CompanySurviving Entity or one of its Subsidiaries upon death, disability or termination of employment, in each case, of such holder; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization, tender offer bankruptcy or other similar transaction which that results in all of the CompanySPAC’s stockholders having the right to exchange their shares of SPAC Class A Common Stock for cash, securities or other property subsequent (including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such transaction is not completed, such Sponsor or Stockholder Party’s Lock-up Shares shall remain subject to the Closing Dateprovisions of this Section 2.1; (xi) to SPAC, (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by SPAC pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where any shares received by such Stockholder Party upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by SPAC pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Class A Common Stock acquired by such Stockholder Party or Sponsor in open market transactions; or (xiii) with the extent required by any legal or regulatory orderprior written consent of SPAC; provided that provided, that: (i) in each the case of each transfer or distribution pursuant to clauses (i)–(vii)i) through (viii) above, if the transferee is not another Stockholder Party, such Transfer shall (a) each Permitted Transferee agrees to be subject to prior receipt bound in writing by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the applicable Lock-up Period (x) such Stockholder Party or Sponsor shall provide SPAC prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be bound in writing by the restrictions set forth herein. (c) Sponsor and each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of SPAC Class A Common Stock in contravention of this Section 2.1 are effected prior to the extent that expiration of the holder of applicable Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant up Period. (d) Sponsor and each Stockholder Party also agrees and consents to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy entry of stop transfer instructions with SPAC’s transfer agent and if registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Stockholder Party’s Lock-up Shares describing the foregoing restrictions (that SPAC will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the applicable Lock-up Period). (e) For the avoidance of doubt, Sponsor and each Stockholder Party shall retain all of its rights as a stockholder of SPAC with respect to the Lock-up Shares during the applicable Lock-up Period, excluding in connection with a including the right to vote any Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related ReleaseShares. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees that it, he or she shall not to Transfer any Lock-up Shares until the end earlier of (A) one year after the Closing Date and (B) subsequent to the Closing Date, (x) if the closing price of the LockCommon 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-up Period trading day period commencing at least 150 days after the Closing Date or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Lock-upup Period”). (b) Each Notwithstanding Section 2.1(a) above, each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period Period: (i) to other Stockholder Parties or any direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Persons Stockholder Party or their respective its Affiliates, or to any other Stockholder Party; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other entity for the individualdirect or indirect benefit of the undersigned or the Immediate Family Member of the undersigned; (v) in the case of an individual, pursuant to a qualified domestic relations orderany Immediate Family Member or other dependent; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person a person to which whom a Transfer disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) pursuant to an order or decree of a Governmental Entity; (viii) to the Company or its subsidiary or parent entities upon death, disability or termination of employment, in each case, of such holder; (ix) pursuant to a bona fide tender offer, merger, consolidation or other similar transaction, in each case made to all holders of Common Stock, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1; (x) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the preceding exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1, or (xi) in any transaction relating to Common Stock acquired by the undersigned in open market transactions; or (xii) with the prior written consent of the Company; provided that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (vi); vii) above, (viiia) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(vii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt writing by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (vii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Lock-up Period (x) such Stockholder Party shall provide the Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein. (c) Each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of Common Stock in contravention of this Section 2.1 are effected prior to the extent that expiration of the holder of applicable Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant up Period. (d) Each Stockholder Party also agrees and consents to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy entry of stop transfer instructions with the Company’s transfer agent and if registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Stockholder Party’s Lock-up Shares describing the foregoing restrictions. (e) For the avoidance of doubt, each Stockholder Party shall retain all of its rights as a stockholder of the Company with respect to the Lock-up Shares during the Lock-up Period, excluding in connection with a including the right to vote any Lock-up Period Early Shares. (f) Notwithstanding anything to the contrary in this Agreement, if either (i) any waiver, release, termination, shortening or other amendment or modification to the Sponsor Agreement (“Sponsor Agreement Amendment”) occurs which improves the terms of the lock-up of any shares of Common Stock held by the Sponsors immediately following the Closing (but for the avoidance of doubt, not warrants to acquire shares of Common Stock or shares of Common Stock issuable upon the exercise of such warrants), or (ii) the Company waives, releases, terminates, shortens, or otherwise amends or modifies the restrictions in this Agreement as to any Stockholder Party(ies) (each of the events in (i) or (ii), a “Release”), then the Release Triggershall apply pro rata and on the same terms to the lock-up on each Stockholder Party’s Lock-up Shares hereunder and the provisions of this Section 2.1 shall be deemed immediately and automatically waived, released, terminated, shortened, amended or modified, as the case may be, without further action of the parties. For the avoidance of doubt, the provisions of this Section 2.1 shall not be deemed waived, released, terminated, shortened, amended or modified if any such waiver, release, termination, shortening, amendment or modification would further obligate or is scheduled otherwise adverse to end during the holders of Lock-up Shares hereunder; provided, however, that in any such Blackout Period or within five Trading Days circumstances the holders of Lock-up Shares hereunder shall be granted equal opportunity to participate in such Release on equal terms to the parties thereto prior to the commencement of a Blackout Periodeffectiveness thereof. Prior to any Sponsor Agreement Amendment or Release, the Lock-up Period shall end ten Company will provide reasonable advance written notice (in no case less than five (5) Trading Days prior Days) to each Stockholder Party indicating that the Company plans to take a specified action with respect to the commencement Sponsor Agreement or Release and setting forth the terms of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, any such Sponsor Agreement Amendment or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (dg) For purposes Each Stockholder Party agrees not to Transfer any Lock-up Shares in violation of this Section 2.1:Agreement.

Lockup. (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Seller Party agrees that it, he or she shall not to Transfer (i) any Lock-up Shares until the end of the Lock-Up Shares Period, and (ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-upup Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Each Stockholder Notwithstanding Section 2.1(a) above, Sponsor and each Seller Party or any of its their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period Period: (i) to other Seller Parties or any direct or indirect partners, members or equity holders of such Stockholder Seller Party, any Affiliates Affiliate of such Stockholder Seller Party or any related investment funds or vehicles controlled or managed by such Persons Seller Party or their respective its Affiliates, or to any other Stockholder Party; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by gift virtue of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Seller Party or the Immediate Family Member of such Seller Party; (v) to any Immediate Family Member or other dependent; (vi) to a member nominee or custodian of the individual’s Immediate Family a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a trustGovernmental Authority, the primary beneficiaries of which are one including any qualified domestic relations order, divorce, decree or more members of the individual’s Immediate Family or an Affiliate of such Person, or, separation agreement; (viii) in the case of a trust, Transfer to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the CompanyCompany or one of its Subsidiaries upon death, disability or termination of employment, in each case, of such holder; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization, tender offer bankruptcy or other similar transaction which that results in all of the Company’s stockholders equityholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property subsequent (including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such transaction is not completed, such Sponsor or Seller Party’s Lock-up Shares shall remain subject to the Closing Dateprovisions of this Section 2.1; (xi) to Company, (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by Company pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock- up Period, where any shares received by such Seller Party upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Seller Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Common Stock acquired by such Seller Party or Sponsor in open market transactions; or (xiii) with the extent required by any legal or regulatory orderprior written consent of Company; provided that provided, that: (i) in each the case of each transfer or distribution pursuant to clauses (i)–(vii)i) through (viii) above, if the transferee is not another Stockholder Party, such Transfer shall (a) each Permitted Transferee agrees to be subject to prior receipt bound in writing by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the applicable Lock-up Period (x) such Seller Party or Sponsor shall provide Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be bound in writing by the restrictions set forth herein. (c) Sponsor and each Seller Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock- up Period so long as no Transfers of such Seller Party’s shares of SPAC Common Stock in contravention of this Section 2.1 are effected prior to the extent that expiration of the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the applicable Lock-up Period, excluding in connection with a Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) Sponsor and each Seller Party also agrees and consents to the entry of stop transfer instructions with Company’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Seller Party’s Lock-up Shares describing the foregoing restrictions (that Company will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the applicable Lock-up Period). (e) For purposes the avoidance of this Section 2.1:doubt, Sponsor and each Seller Party shall retain all of its rights as a stockholder of Company with respect to the Lock-up Shares during the applicable Lock- up Period, including the right to vote any Lock-up Shares.

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees not to Transfer any Lock-up Shares until the end of the its applicable Lock-up Period (the “Lock-up”). (b) Each Notwithstanding anything to the contrary in Section 2.1(a), each Stockholder Party or any of its Permitted Transferees may will be permitted to Transfer any Lock-up Shares it holds during the Lock-up Period Period: (i) to any direct or indirect partners, members or equity holders of such Stockholder Party, including by way of distribution, or to any Affiliates of such Stockholder Party or any related investment funds or vehicles controlled or managed by or under common control with such Persons or their respective Affiliates, or to any other Stockholder Party; Party to any of Acquiror’s officers or directors, any affiliate or family member of any of the Acquiror’s officers or directors, upon written notice to the Company; (ii) by gift in the case of any individual, transfers to a charitable organization; partnership, limited liability company or other entity of which the undersigned and/or the Immediate Family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (iii) in the case of an individual, by gift to a member of the such individual’s Immediate Family immediate family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; , the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the such individual; ; (v) in the case of an individual, pursuant to a qualified domestic relations order; , divorce decree or separation agreement; (vi) with the Company’s entry, by the undersigned, at any time after the Closing, of any any trading plan providing for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided, however, that (a) such plan does not provide for, or permit, the sale of any Common Stock during the Lock-Up Period and (b)(x) no public announcement or filing is voluntarily made or required regarding such plan during the Sponsor’s prior written consent; Lock-Up Period or (y) if any public announcement is required of or voluntarily made by or on behalf of the undersigned or the Company regarding such plan, then such announcement or filing shall include a statement to the effect that no Transfer may be made under such plan during the Lock-Up Period; (vii) to a nominee satisfy any U.S. federal, state, or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); local income tax obligations; (viii) to Acquiror, including pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by Acquirior or any of its subsidiaries or forefeiture of the undersigned’s Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock in connection with the termination of the undersigned’s service to the Acquiror or any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; of its subsidiaries; (ix) to satisfy tax withholding obligations pursuant to the Company; ’s equity incentive plans or arrangements, including “sell-to-cover” transactions, to satisfy tax obligations in connection with the vesting and/or settlement of equity awards under the Company’s equity incentive plans; (x) forfeitures the exercise of Lock-up Shares any options or warrants to satisfy tax withholding requirements upon purchase Common Stock (which exercises may be effected on a cashless basis to the vesting of equity-based awards granted pursuant to an equity incentive plan; extent the instruments representing such options or warrants permit exercises on a cashless basis); (xi) in connection with a the event of the Acquiror’s liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders shareholders of the Acquiror having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Closing Date; or Acquiror’s completion of an initial Business Combination; (xii) in the case of an entity, by virtue of laws of the state of the entity’s organization and the entity’s organizational documents, upon dissolution of the entity; (xiii) with the Acquiror’s prior written consent; (xiv) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceeding clauses; and (xv) to the extent required by any legal or regulatory order; provided provided, however, that in each the case of any Transfer pursuant to any of the foregoing clauses (i)–(viii) through (v) or (xii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt by the Company of these permitted transferees must enter into a duly executed written joinder to this Agreement agreement substantially in the form of Exhibit B hereto, whereupon such transferee will be treated as a party (with the same rights and obligations as the transferor) for all purposes of this Agreement,with the Acquiror agreeing to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement. Notwithstanding the foregoing, in no event shall the restrictions pursuant to this Section 2.1 apply to: (A) any shares of Common Stock or other securities convertible into or excisable or exchangeable for Common Stock acquired in open market transactions after the Closing Date, (B) any shares of the Common Stock or other securities acquired as part of the PIPE Investment or issued in exchange for, or on conversion of or exercise of, any securities issued as part of the PIPE Investment, or (C) any shares of common Stock or other securities acquired pursuant to the Backstop Agreement or issued in exchange for, on conversion of or execercise of, any securities issued pursuant to the Backstop Agreement, and no such shares of Common Stock or other securities referred to in the foregoing clauses (A), (B) and (C) shall constitute Lock-Up Shares (as defined below), provided that, for clause (A), no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the Lock-up Period, excluding in connection with a Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.1: (i) The term “First Early Release Event” means that the Trading Price is greater than or equal to $14.00; provided, that the First Early Release Event shall not occur no earlier than 180 days following the Closing.

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees not to Transfer any Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). (b) Each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the Lock-up Period (i) to any direct or indirect partners, members or equity holders of such other Stockholder PartyParties on an arms’ length basis, any Affiliates of such Stockholder Party or any related investment funds by distributions from such Stockholder Party to its members, partners or vehicles controlled or managed by such Persons shareholders or their respective Affiliates, or to any other Stockholder Party; (ii) by bona fide gift to a charitable organization; (iii) or, in the case of an individual, by bona fide gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iviii) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (viv) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viiiv) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ixvi) to the Company; or (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xivii) in the event of, and solely in connection with a with, the Company’s liquidation, merger, capital stock exchange, reorganization, tender offer exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the Acquisition Merger Closing Date; or , (xiiA) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(viii)–(v), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt by the Company Parties of a duly executed joinder to this Agreement substantially in the form of Exhibit B heretohereto and any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests in the transferee or (y) such transferee’s interests in the transferor and (B) in the case of each transfer or distribution pursuant to clauses (i) through (vi) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Lock-up Period (x) such Stockholder Party shall provide the Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the Lock-up Period, excluding in connection with a Lock-up Period Early Release TriggerRelease, is scheduled to end during such a Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The ; provided that the Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Party agrees that it, he or she shall not to Transfer (i) any Lock-up Shares until the end of the Lock-Up Shares Period, and (ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-upup Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the final date or closing of such event, and all Surviving Pubco Class A Common Stock and SPAC Warrants restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Each Notwithstanding Section 2.1(a) above, Sponsor and each Stockholder Party or any of its their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period Period: (i) to other Stockholder Parties or any direct or indirect partners, members or equity holders of such Stockholder Party, any Affiliates Affiliate of such Stockholder Party or any related investment funds or vehicles controlled or managed by such Persons Stockholder Party or their respective its Affiliates, or to any other Stockholder Party; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other entity for the individualdirect or indirect benefit of such Stockholder Party or the Immediate Family Member of such Stockholder Party; (v) in the case of an individual, pursuant to a qualified domestic relations orderany Immediate Family Member or other dependent; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person a person to which whom a Transfer disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a Governmental Authority, including any qualified domestic relations order, divorce, decree or separation agreement; (viii) in the case of a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (ix) to SPAC, the Surviving Entity or one of its Subsidiaries upon death, disability or termination of employment, in each case, of such holder; (x) pursuant to a tender offer, liquidation, merger, capital stock exchange, reorganization, bankruptcy or other similar transaction, in each case made to all holders of Surviving Pubco Class A Common Stock, involving a Change of Control (including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such transaction is not completed, such Sponsor or Stockholder Party’s Lock-up Shares shall remain subject to the provisions of this Section 2.1; (xi) to SPAC, (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by SPAC pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where any shares received by such Sponsor or Stockholder Party upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the preceding exercise of any option to purchase shares or the vesting of any restricted stock awards granted by SPAC pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Sponsor or Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to Surviving Pubco Class A Common Stock acquired by such Stockholder Party or Sponsor in open market transactions; or (xiii) with the prior written consent of SPAC; provided, that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (vi); (viii) above, (a) each Permitted Transferee agrees to be bound in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(vii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt writing by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the applicable Lock-up Period (x) such Stockholder Party or Sponsor shall provide SPAC prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be bound in writing by the restrictions set forth herein. (c) Sponsor and each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Sponsor’s and Stockholder Party’s Surviving Pubco Class A Common Stock in contravention of this Section 2.1 are effected prior to the extent that expiration of the holder of applicable Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant up Period. (d) Sponsor and each Stockholder Party also agrees and consents to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy entry of stop transfer instructions with SPAC’s transfer agent and if registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Sponsor’s and Stockholder Party’s Lock-up Shares describing the foregoing restrictions. (e) For the avoidance of doubt, Sponsor and each Stockholder Party shall retain all of its rights as a stockholder of SPAC with respect to the Lock-up Shares during the applicable Lock-up Period, excluding in connection including the right to exercise any voting rights with a respect to any Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related ReleaseShares it holds. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), Sponsor and each Stockholder Seller Party agrees that it, he or she shall not to Transfer (i) any Lock-up Shares until the end of the Lock-Up Shares Period, and (ii) any Lock-up Warrants until the end of the Lock-up Warrants Period (collectively, the “Lock-upup Period”). For avoidance of doubt, the occurrence of any event listed in subsection (B) in the definition of Lock-Up Shares Period shall terminate this Agreement as of the closing of such event, and all SPAC Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) Each Stockholder Notwithstanding Section 2.1(a) above, Sponsor and each Seller Party or any of its their respective Permitted Transferees may Transfer any Lock-up Shares it holds during the applicable Lock-up Period Period: (i) to other Seller Parties or any direct or indirect partners, members or equity holders of such Stockholder Seller Party, any Affiliates Affiliate of such Stockholder Seller Party or any related investment funds or vehicles controlled or managed by such Persons Seller Party or their respective its Affiliates, or to any other Stockholder Party; (ii) by bona fide gift or gifts, including to a charitable organization; (iii) in the case of an individual, by gift virtue of laws of descent and distribution upon death of such individual; (iv) to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of such Seller Party or the Immediate Family Member of such Seller Party; (v) to any Immediate Family Member or other dependent; (vi) to a member nominee or custodian of the individual’s Immediate Family a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) by operation of law or pursuant to an order or decree of a trustGovernmental Authority, the primary beneficiaries of which are one including any qualified domestic relations order, divorce, decree or more members of the individual’s Immediate Family or an Affiliate of such Person, or, separation agreement; (viii) in the case of a trust, Transfer to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the individual; (v) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the CompanyCompany or one of its Subsidiaries upon death, disability or termination of employment, in each case, of such holder; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization, tender offer bankruptcy or other similar transaction which that results in all of the Company’s stockholders equityholders having the right to exchange their shares of SPAC Common Stock for cash, securities or other property subsequent (including negotiating and entering into an agreement providing for any such transaction); provided, however, that in the event that such transaction is not completed, such Sponsor or Seller Party’s Lock-up Shares shall remain subject to the Closing Dateprovisions of this Section 2.1; (xi) to Company, (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by Company pursuant to any employee benefit plans or arrangements which are set to expire during the applicable Lock-up Period, where any shares received by such Seller Party upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the applicable Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by Sponsor or such Seller Party upon any such exercise or vesting will be subject to the terms of this Section 2.1; or (xii) in any transaction relating to SPAC Common Stock acquired by such Seller Party or Sponsor in open market transactions; or (xiii) with the extent required by any legal or regulatory orderprior written consent of Company; provided that provided, that: (i) in each the case of each transfer or distribution pursuant to clauses (i)–(vii)i) through (viii) above, if the transferee is not another Stockholder Party, such Transfer shall (a) each Permitted Transferee agrees to be subject to prior receipt bound in writing by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B hereto. (c) Notwithstanding the provisions restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (viii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the applicable Lock-up Period (x) such Seller Party or Sponsor shall provide Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such Permitted Transferee agrees to be bound in writing by the restrictions set forth herein. (c) Sponsor and each Seller Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Seller Party’s shares of SPAC Common Stock in contravention of this Section 2.1 are effected prior to the extent that expiration of the holder of applicable Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant up Period. (d) Sponsor and each Seller Party also agrees and consents to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy entry of stop transfer instructions with Company’s transfer agent and if registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Seller Party’s Lock-up Shares describing the foregoing restrictions (that Company will make best efforts to remove from the certificates evidencing the Lock-up Shares promptly upon the expiration of the applicable Lock-up Period). (e) For the avoidance of doubt, Sponsor and each Seller Party shall retain all of its rights as a stockholder of Company with respect to the Lock-up Shares during the applicable Lock-up Period, excluding in connection with a including the right to vote any Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related ReleaseShares. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Sponsor Party agrees (i) not to Transfer any Lock-up Shares until the end of the Shares Lock-up Period and (ii) not to Transfer any Lock-up Warrants until the end of the Warrants Lock-up Period (collectively, the “Lock-up”). Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the Acquisition Merger Closing, the Lock-up for any Lock-up Shares shall automatically terminate immediately prior to the consummation of such Change of Control. For the avoidance of doubt, (i) no Lock-up Shares shall be subject to Lock-up pursuant to this Agreement from and after the date that is one year after the Acquisition Merger Closing Date and (ii) no Lock-up Warrants shall be subject to Lock-up pursuant to this Agreement from and after the date that is 180 days after the Acquisition Merger Closing Date. (b) Each Stockholder Sponsor Party or any of its Permitted Transferees may Transfer any Lock-up Shares Securities it holds during the applicable Lock-up Period (i) to any direct or indirect partners, members or equity holders Affiliate of such Stockholder Party, any Affiliates of such Stockholder Sponsor Party or any related investment funds by distributions from such Sponsor Party to its members, partners or vehicles controlled or managed by such Persons shareholders or their respective Affiliates, or to any other Stockholder Party; (ii) in the case of an individual, by bona fide 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 individual or to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the such individual; (viv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (vi) with in the event of, and solely in connection with, the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization, tender offer exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property subsequent to the Acquisition Merger Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(viii)–(v), if the transferee is not another Stockholder Sponsor Party, such Transfer shall be subject to prior receipt by the Company Parties of a duly executed joinder to this Agreement substantially in the form of Exhibit B A hereto. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the applicable Lock-up Period, excluding in connection with a Lock-up Period Early Release TriggerRelease, is scheduled to end during such a Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the applicable Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The ; provided that the Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.1:

Lockup. (a) Subject to the exclusions in Section 2.1(b), each Stockholder Sponsor Party agrees (i) not to Transfer any Sponsor Retained Shares until the end of the Sponsor Retained Shares Lock-up Period, (ii) not to Transfer any Sponsor Minimum Guarantee Shares until the end of the Sponsor Minimum Guarantee Shares Lock-up Period and (iii) not to Transfer any Lock-up Shares Warrants until the end of the Warrants Lock-up Period (collectively, the “Lock-up”). Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the Acquisition Merger Closing, the Lock-up for any Lock-up Shares shall automatically terminate immediately prior to the consummation of such Change of Control. For the avoidance of doubt, (i) no Sponsor Retained Shares shall be subject to Lock-up pursuant to this Agreement from and after the date that is one year after the Acquisition Merger Closing Date, (ii) no Sponsor Minimum Guarantee Shares shall be subject to Lock-up pursuant to this Agreement from and after the date that is two years after the Acquisition Merger Closing Date and (iii) no Lock-up Warrants shall be subject to Lock-up pursuant to this Agreement from and after the date that is 180 days after the Acquisition Merger Closing Date. (b) Each Stockholder Sponsor Party or any of its Permitted Transferees may Transfer any Lock-up Shares Securities it holds during the applicable Lock-up Period (i) to any direct or indirect partners, members or equity holders Affiliate of such Stockholder Party, any Affiliates of such Stockholder Sponsor Party or any related investment funds by distributions from such Sponsor Party to its members, partners or vehicles controlled or managed by such Persons shareholders or their respective Affiliates, or to any other Stockholder Party; (ii) in the case of an individual, by bona fide 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 individual or to a charitable organization; (iii) in the case of an individual, by gift to a member of the individual’s Immediate Family or to a trust, the primary beneficiaries of which are one or more members of the individual’s Immediate Family or an Affiliate of such Person, or, in the case of a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; (iv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon death of the such individual; (viv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; or (vi) with in the event of, and solely in connection with, the Company’s and the Sponsor’s prior written consent; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to the Company; (x) forfeitures of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, capital stock exchange, reorganization, tender offer exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property subsequent to the Acquisition Merger Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(viii)–(v), if the transferee is not another Stockholder Sponsor Party, such Transfer shall be subject to prior receipt by the Company Parties of a duly executed joinder to this Agreement substantially in the form of Exhibit B A hereto. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the applicable Lock-up Period, excluding in connection with a Lock-up Period Early Release TriggerRelease, is scheduled to end during such a Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the applicable Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The ; provided that the Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.1:

Lockup. (a) Subject The holders (together with any Permitted Transferees (as defined below), the “Lockup Holders”) of shares of Class A common stock and Class B common stock of the Corporation issued as consideration pursuant to the exclusions Merger (as defined in Section 2.1(bthe Merger Agreement) (all such securities, the “Lockup Securities”), in each Stockholder Party agrees case, may not to Transfer (as defined below) any Lock-up Shares until Lockup Securities during the end Lockup Period without the prior written consent of the Lock-up Period Board of Directors (subject to the determination of the Board of Directors in its sole discretion at any time) (the restrictions set forth in this Section 5.06, the “Lock-upLockup”). (b) Each Stockholder Party or any of its Permitted Transferees Notwithstanding the provisions set forth in Section 5.06(a), a Lockup Holder may Transfer any Lock-up Shares it holds during the Lock-up Period Lockup Securities: (i) to the Corporation’s officers or directors, any direct affiliate or indirect partners, members family member of any of the Corporation’s officers or equity holders directors; (ii) to any member or partner of such Stockholder PartyLockup Holder or their affiliates, any Affiliates affiliate of such Stockholder Party Lockup Holder (including any trust or any related investment funds or vehicles private foundation controlled or managed by or under common management or control with such Persons Lockup Holder or their respective Affiliateswith any employee, officer or controlling equity holder of such Lockup Holder), or any employee of such affiliate; (iii) to any other Stockholder Party; Lockup Holder; (ii) by gift to a charitable organization; (iiiiv) in the case of an individual, by gift to a member of the such individual’s Immediate Family immediate family or to a trust, the primary beneficiaries beneficiary of which are one or more members is a member of the such individual’s Immediate Family or immediate family, an Affiliate affiliate of such Person, or, in the case of individual or to a trust, Transfer to the trustor or beneficiary of such trust or the estate of a beneficiary of such trust; charitable organization; (ivv) in the case of an individual, by will or other testamentary document or device or by virtue of laws of descent and distribution upon the death of the such individual; ; (vvi) in the case of an individual, pursuant to a qualified domestic relations order; (vi) with the Company’s and the Sponsor’s prior written consent; ; (vii) to a nominee or custodian of any Person to which a Transfer would be permissible under any of the preceding clauses (i) through (vi); (viii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; ; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar agreement at prices no greater than the price at which the securities were originally purchased; (ix) to by virtue of the Companylaws of the State of Delaware or the dissolution of such Lockup Holder; or (x) forfeitures in the event of Lock-up Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a Corporation’s liquidation, merger, capital stock exchange, reorganization, tender offer exchange or other similar transaction which results in all of the CompanyCorporation’s stockholders having the right to exchange their shares Common Stock of Class A common stock and Class B common stock for cash, securities or other property subsequent to the Closing Date; or (xii) to the extent required by any legal or regulatory order; provided that in each case of clauses (i)–(vii), if the transferee is not another Stockholder Party, such Transfer shall be subject to prior receipt by the Company of a duly executed joinder to this Agreement substantially in the form of Exhibit B heretoproperty. (c) Notwithstanding the provisions set forth in this Section 2.1, to the extent that the holder of Lock-Up Shares is subject to stock trading restrictions during any Blackout Period pursuant to the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and if the Lock-up Period, excluding in connection with a Lock-up Period Early Release Trigger, is scheduled to end during such Blackout Period or within five Trading Days prior to the commencement of a Blackout Period, the Lock-up Period shall end ten Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”). The Company shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two Trading Days in advance of the Blackout-Related Release. (d) For purposes of this Section 2.15.06: