Common use of Beneficial Ownership Clause in Contracts

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby Subscriber represents and warrants that it is subscribing for Interests for Subscriber's own account and own risk, unless the Subscriber advises the Fund to the contrary in writing and identifies with specificity each Beneficial Owner (as defined below) as well as such other information and/or documentation as may be requested or required by the General Partner. The Subscriber also represents that it does not have the intention or obligation to sell, distribute or transfer its Interests or any portion of Interests, directly or indirectly, to any other person or entity or to any nominee account. If the Subscriber is subscribing on behalf of a Beneficial Owner, then the Subscriber has notified the General Partner or such and represents that all subscription payments transferred to the Subscriber with respect to such Beneficial Owner originated directly from a bank or brokerage Account in the name of such Beneficial Owner. The Subscriber represents and warrants that the Subscriber is not (a) acting as trustee, custodian, agent, representative or nominee for (or with respect to) another person or entity (howsoever characterized and regardless of whether such person or entity is deemed to have a property interest, or the like, with respect to the Interests under local law) or (b) an entity (other than a publicly- traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a FATF-Compliant Jurisdiction (as defined below) investing on behalf of underlying investors (including a Fund-of-Funds) (the persons, entities and underlying investors referred to in (a) and (b) being referred to collectively as the "Beneficial Owners"). If the preceding sentence is not true, the Subscriber represents and warrants that: (a) The Subscriber understands and acknowledges that the representations, other than warranties and agreements made in this Agreement are made by the Unlocked Shares, it does not beneficially own, directly or through its nominees Subscriber (as determined in accordance A) with Section 13(drespect to the Subscriber and (B) with respect to each of the Exchange ActBeneficial Owners; (b) The Subscriber has all requisite power and authority from each of the Beneficial Owners to execute and perform the obligations under these Subscription Documents and to bind each such Beneficial Owner as a party hereto; (c) The Subscriber has adopted and implemented anti-money laundering policies, procedures and controls that comply, and will continue to comply, in all respects, with the rules requirements of applicable anti-money laundering laws and regulations promulgated thereunder), any shares of Company Ordinary Sharesregulations; and (d) The Subscriber has verified, or any economic interest in or derivative has access to, the identity of each Beneficial Owner, holds evidence of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holderidentity and will make such evidence, together with any other shares documentation or information reasonably necessary to support the accuracy of Company Ordinary Shares other than Subscriber's representations and warranties contained herein, available to the Unlocked SharesFund upon request, and including any securities convertible into, or exchangeable for, or representing has procedures in place to ensure that the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period Beneficial Owners are collectively referred to as the “Lock-up Sharesnot Prohibited Investors.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares (other than the Dividend Shares being distributed by DLQ Parent to it stockholders concurrent with the Closing) beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” provided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the Lock-up Period. For purposes hereofthe avoidance of doubt, notwithstanding anything contained in this paragraph, the term “beneficial ownership” and derivations thereof shall parties have agreed that the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Dividend Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not distributed to have beneficial ownership or control members of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinmanagement are Lock-up Shares. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) any transfers exempt from registration under the Securities Act; (c) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (cd) by virtue of the laws of descent and distribution upon the death of the Holder; or (de) pursuant to a qualified domestic relations order; (f) transfers to the Parent’s officers, directors or their affiliates; (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided ; (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period; (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards or shares of Parent Common Stock issued pursuant to that certain Management Earnout Agreement; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (f) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto and to Continental Stock and Transfer Company), to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period. The Holder hereby covenants to Parent that the Holder will give notice to Parent of any transfer of Lock-up Shares pursuant to this Section 2 of the Agreement, with such notice given in accordance with Section 5 of this Agreement.

Beneficial Ownership. The Holder hereby represents and warrants Notwithstanding anything to the contrary in the Agreement or any Confirmation, in no event shall Dealer be entitled to receive, or be deemed to receive, Shares to the extent that, other than the Unlocked upon such receipt of such Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(di) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have (within the meaning ascribed thereto in Rule 13d-3 promulgated under of Section 13 of the Exchange ActAct and the rules promulgated thereunder) of Shares by Dealer, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control any of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and its affiliates’ business units subject to aggregation with Dealer for purposes of the conditions below, “beneficial ownership” test under Section 13 of the undersigned Exchange Act and all persons who may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates form a “group” (within the meaning of Rule 405 13d-5(b)(1) under the Securities Act Exchange Act) with Dealer with respect to “beneficial ownership” of 1933any Shares (collectively, as amended “Dealer Group”) would be equal to or greater than 4.5% of the outstanding Shares (the an “Securities ActExcess Section 13 Ownership Position”), (ii) or to the estates violation would occur in respect of any restriction on ownership and/or transfers set forth in Section 6.2.1 of the foregoing; Charter or (biii) transfers by bona fide gift Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Sections 3-601 to a member 3-605 and 3-701 to 3-710 of the Holder’s immediate family Maryland General Corporation Law or any state or federal bank holding company or banking laws, or any federal, state or local laws, regulations or regulatory orders or organizational documents or contracts of Counterparty, in each case, applicable to ownership of Shares (“Applicable Restrictions”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a trust, relevant definition of ownership in excess of a number of Shares equal to (x) the beneficiary lesser of (A) the maximum number of Shares that would be permitted under Applicable Restrictions and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Restrictions and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations orderparty, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that minus (iy) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements 1% of the Securities Actnumber of Shares outstanding on the date of determination (such condition described in clause (iii), and the Exchange Act) to make, and shall agree to not voluntarily make, an “Excess Regulatory Ownership Position”). If any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.delivery owed 18

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Pubco Ordinary Shares, or any economic interest in or derivative of such shares, other than those Pubco Ordinary Shares issued pursuant to the Business Combination Agreement (the “Merger Shares”). For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company SPAC Common Stock or Pubco Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company SPAC Common Stock or Pubco Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, the term “beneficial ownership” and derivations thereof however, that such Lock-up Shares shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company not include Pubco Ordinary Shares beneficially owned acquired by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to such Holder in open market transactions during the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (f) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Pubco; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Pubco Ordinary Shares or the vesting of stock-based awards; and (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Pubco Ordinary Shares; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any Supplemental Confirmation, in no event shall Dealer be entitled to receive, or be deemed to receive, or have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares to the extent that, other than the Unlocked upon such receipt of such Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(di) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have (within the meaning ascribed thereto in Rule 13d-3 promulgated under of Section 13 of the Exchange ActAct and the rules promulgated thereunder) of Shares by Dealer, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control any of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and its affiliates’ business units subject to aggregation with Dealer for purposes of the conditions below, “beneficial ownership” test under Section 13 of the undersigned Exchange Act and all persons who may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates form a “group” (within the meaning of Rule 405 13d-5(b)(1) under the Securities Act Exchange Act) with Dealer with respect to “beneficial ownership” of 1933any Shares (collectively, “Dealer Group”) would be equal to or greater than the lesser of (x) 4.5% of the outstanding Shares (such condition, an “Excess Section 13 Ownership Position”), and (y) 4.9% of the outstanding Shares as amended of the Trade Date for any Transaction (such number of Shares, the “Securities ActThreshold Number of Shares” and such condition, the “Excess NYSE Ownership Position”) or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any state or federal bank holding company or banking laws, or any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Shares that would be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family relevant approval has not been received or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition would give rise to any such transfer that (i) consequences under the transferee/donee agrees to be bound by the terms constitutive documents of this Agreement Counterparty (including, without limitation, Article VI of Counterparty’s Amended and Restated By-Laws, as may be amended and/or restated from time to time) or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the restrictions set forth number of Shares outstanding on the date of determination (such condition described in clause (ii), an “Excess Regulatory Ownership Position”). If any delivery owed to Dealer under any Transaction is not made, in whole or in part, as a result of this provision, (i) Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice to Counterparty that such delivery would not result in (x) Dealer Group directly or indirectly so beneficially owning in excess of the preceding sentencelesser of (A) to 4.5% of the same extent as if outstanding Shares and (B) the transferee/donee were a party hereto; Threshold Number of Shares or (y) the occurrence of an Excess Regulatory Ownership Position and (ii) each party (donorif such delivery relates to a Physical Settlement of any Transaction, doneenotwithstanding anything to the contrary herein, transferor or transferee) Dealer shall not be obligated to satisfy the portion of its payment obligation with respect to such Transaction corresponding to any Shares required by law (including without limitation to be so delivered until the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Perioddate Counterparty makes such delivery.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order; (e) transfers to Parent’s officers, directors or their affiliates; (f) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided ; (g) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period; (h) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (i) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto and to Continental Stock and Transfer Company), to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period. The Holder hereby covenants to Parent that the Holder will give notice to Parent of any transfer of Lock-up Shares pursuant to this Section 2 of the Agreement, with such notice given in accordance with Section 5 of this Agreement.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift or gifts to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of a will, testamentary document or the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations orderorder or as required by a divorce settlement, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction approved by the board of directors of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby Subscriber represents and warrants that it is subscribing for Interests for Subscriber’s own account and own risk, unless the Subscriber advises the Fund to the contrary in writing and identifies with specificity each Beneficial Owner (as defined below) as well as such other information and/or documentation as may be requested or required by the General Partner. The Subscriber also represents that it does not have the intention or obligation to sell, distribute or transfer its Interests or any portion of Interests, directly or indirectly, to any other person or entity or to any nominee account. If the Subscriber is subscribing on behalf of a Beneficial Owner, then the Subscriber has notified the General Partner or such and represents that all subscription payments transferred to the Subscriber with respect to such Beneficial Owner originated directly from a bank or brokerage Account in the name of such Beneficial Owner. The Subscriber represents and warrants that the Subscriber is not (a) acting as trustee, custodian, agent, representative or nominee for (or with respect to) another person or entity (howsoever characterized and regardless of whether such person or entity is deemed to have a property interest, or the like, with respect to the Interests under local law) or (b) an entity (other than a publicly- traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a FATF-Compliant Jurisdiction (as defined below) investing on behalf of underlying investors (including a Fund-of-Funds) (the persons, entities and underlying investors referred to in (a) and (b) being referred to collectively as the “Beneficial Owners”). If the preceding sentence is not true, the Subscriber represents and warrants that: (a) The Subscriber understands and acknowledges that the representations, other than warranties and agreements made in this Agreement are made by the Unlocked Shares, it does not beneficially own, directly or through its nominees Subscriber (as determined in accordance A) with Section 13(drespect to the Subscriber and (B) with respect to each of the Exchange ActBeneficial Owners; (b) The Subscriber has all requisite power and authority from each of the Beneficial Owners to execute and perform the obligations under these Subscription Documents and to bind each such Beneficial Owner as a party hereto; (c) The Subscriber has adopted and implemented anti-money laundering policies, procedures and controls that comply, and will continue to comply, in all respects, with the rules requirements of applicable anti-money laundering laws and regulations promulgated thereunder), any shares of Company Ordinary Sharesregulations; and (d) The Subscriber has verified, or any economic interest in or derivative has access to, the identity of each Beneficial Owner, holds evidence of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holderidentity and will make such evidence, together with any other shares documentation or information reasonably necessary to support the accuracy of Company Ordinary Shares other than Subscriber’s representations and warranties contained herein, available to the Unlocked SharesFund upon request, and including any securities convertible into, or exchangeable for, or representing has procedures in place to ensure that the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period Beneficial Owners are collectively referred to as the “Lock-up Sharesnot Prohibited Investors.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift or gifts to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of a will, testamentary document or the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations orderorder or as required by a divorce settlement, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder Sponsor hereby represents and warrants thatthat it beneficially owns, other than directly or through its nominees (as determined in accordance with Section 13(d) of the Unlocked Exchange Act, and the rules and regulations promulgated thereunder), [1,728,078] shares of Parent Common Stock (the “Sponsor Shares”), and [294,598] Warrants (the “Sponsor Warrants”) entitling the Sponsor to purchase [294,598] shares of Parent Common Stock (the “Sponsor Warrant Shares”). The Sponsor hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), ) any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than Common Stock convertible into Parent Common Stock pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Sponsor Shares and Sponsor Warrants beneficially owned by the HolderSponsor, together with the Sponsor Warrant Shares and any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by the term “beneficial ownership” and derivations thereof shall have Sponsor in open market transactions during the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the HolderSponsor’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the HolderSponsor’s immediate family or to a trust, the beneficiary of which is the Holder Sponsor or a member of the HolderSponsor’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the HolderSponsor; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Sponsor, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period.

Beneficial Ownership. The Holder hereby Investor represents and warrants that the Investor is subscribing for the Interests for the Investor’s own account and own risk, and, unless the Investor advises the Fund to the contrary in writing and identifies with specificity supplementally each Beneficial Owner on whose behalf the Investor is acting, the Investor represents that the Investor is not acting as a nominee for any other person or entity. The Investor also represents that the Investor does not have the intention or obligation to sell, distribute or transfer the Interests, directly or indirectly, to any other person or entity or to any nominee account. If the Investor is (x) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (y) an entity (other than a publicly-traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company)) based in a FATF-Compliant Jurisdiction (as defined below) investing on behalf of underlying investors (including a fund-of-funds) (the persons, entities and underlying investors referred to in (x) and (y) being referred to collectively as the “Beneficial Owners”), the Investor represents and warrants that: i. The Investor understands and acknowledges that the representations, other than warranties and agreements made herein are made by the Unlocked SharesInvestor (A) with respect to the Investor and (B) with respect to each of the Beneficial Owners; ii. The Investor has all requisite power and authority from each of the Beneficial Owners to execute and perform the obligations under this Subscription Agreement; iii. To the extent required by applicable law, it does rule or regulation, the Investor has adopted and implemented anti-money laundering policies, procedures and controls that comply, and will continue to comply, in all respects with the requirements of applicable anti-money laundering laws and regulations; and iv. The Investor has established the identity of all Beneficial Owners, holds evidence of such identities and will make such information available to the Fund upon request, and has procedures in place to ensure that the Beneficial Owners are not beneficially own, directly or through its nominees Prohibited Investors (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunderdefined below), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Parent Ordinary Shares, or any economic interest in or derivative of such shares, other than those Parent Ordinary Shares issued pursuant to the SharesSPA. For purposes of this Agreement, the Parent Ordinary Shares issued in connection with Transaction beneficially owned by the Holder, together with any other shares of Company Parent Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Parent Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, the term “beneficial ownership” and derivations thereof however, that such Lock-up Shares shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company not include Parent Ordinary Shares beneficially owned acquired by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to such Holder in open market transactions during the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family officers, directors or to a trusttheir affiliates, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by virtue of the laws of descent and distribution upon the death of the Holder; , provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (d) transfers pursuant to a qualified domestic relations orderbona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided , (e) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period; provided, however, that, in the case of any transfer pursuant to the foregoing clauses transfer, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) any transfers exempt from registration under the Securities Act; (c) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (cd) by virtue of the laws of descent and distribution upon the death of the Holder; or (de) pursuant to a qualified domestic relations order; (f) transfers to the Parent’s officers, directors or their affiliates; (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided ; (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period; (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (f) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto and to Continental Stock and Transfer Company), to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period. The Holder hereby covenants to Parent that the Holder will give notice to Parent of any transfer of Lock-up Shares pursuant to this Section 2 of the Agreement, with such notice given in accordance with Section 5 of this Agreement.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesBurgerFi Common Stock, or any economic interest in or derivative of such shares, other than the SharesShares specified on the signature page hereto. For purposes of this Agreement, the Shares beneficially owned by the HolderHolder as specified on the signature page hereto, together with any other shares of Company Ordinary Shares other than the Unlocked SharesBurgerFi Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesBurgerFi Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder Sponsor hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially ownowns, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), 200,000 shares of Goldenstone Common Stock (the “Sponsor Shares”), 175,625 private placement units (the “Sponsor Units”) with each Sponsor Unit consisting of one share of Goldenstone Common Stock, one Warrant (the “Sponsor Warrants”), and one Goldenstone Right (the “Sponsor Rights”). The Sponsor hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act) and the rules and regulations promulgated thereunder, any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than Common Stock convertible into Goldenstone Common Stock pursuant to the SharesBCA. For purposes of this Agreement, the Shares Sponsor Shares, Sponsor Warrants, and Sponsor Rights beneficially owned by the HolderSponsor, together with the Sponsor Warrant Shares and any other shares of Company Ordinary Shares other than the Unlocked SharesGoldenstone Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesGoldenstone Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Goldenstone Common Stock acquired by the term “beneficial ownership” and derivations thereof shall have Sponsor in open market transactions during the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the HolderSponsor’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the HolderSponsor’s immediate family or to a trust, the beneficiary of which is the Holder Sponsor or a member of the HolderSponsor’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the HolderSponsor; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Sponsor, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Goldenstone Common Stock or the vesting of stock-based awards; and (j) transfers 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 Goldenstone Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesGoldenstone Common Stock, or any economic interest in or derivative of such shares, other than those shares of Goldenstone Common Stock issued pursuant to the SharesBCA. For purposes of this Agreement, the Merger Consideration Shares (as defined below) beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesGoldenstone Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesGoldenstone Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Goldenstone Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) any transfers exempt from registration under the Securities Act; (c) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (cd) by virtue of the laws of descent and distribution upon the death of the Holder; or (de) pursuant to a qualified domestic relations order; (f) transfers to the Parent’s officers, directors or their affiliates; (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided ; (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period; (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Goldenstone Common Stock or the vesting of stock-based awards; and (j) transfers 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 Goldenstone Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (f) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto and to Continental Stock and Transfer Company), to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period. The Holder hereby covenants to Parent that the Holder will give notice to Parent of any transfer of Lock-up Shares pursuant to this Section 2 of the Agreement, with such notice given in accordance with Section 5 of this Agreement.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Pubco Ordinary Shares, or any economic interest in or derivative of such shares, other than those Pubco Ordinary Shares issued pursuant to the Merger Agreement (the “Merger Shares”). For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company SPAC Common Stock or Pubco Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company SPAC Common Stock or Pubco Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, the term “beneficial ownership” and derivations thereof however, that such Lock-up Shares shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company not include Pubco Ordinary Shares beneficially owned acquired by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to such Holder in open market transactions during the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (f) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Pubco; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Pubco Ordinary Shares or the vesting of stock-based awards; and (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Pubco Ordinary Shares; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SPAC Shares, or any economic interest in or derivative of such shares, other than those SPAC Shares to be issued pursuant to the SharesGrant Agreement. For purposes of this Agreement, the any SPAC Shares beneficially owned to be received by the HolderHolder pursuant to the Grant Agreement which were not purchased in the open market, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include SPAC Shares acquired by the term “beneficial ownership” and derivations thereof shall have Holder in open market transactions during the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s officers or directors or any current or former general or limited partners, managers or members, stockholders, other equityholders or future direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended amended), or to any equityholder (including any shareholder, member or partner) of the “Securities Act”)) Holder, or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trusttrust or estate planning vehicle, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposesfamily; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the SPAC’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of SPAC; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that the Holder shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan except as required by applicable law; provided further, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase SPAC Shares or the vesting of stock-based awards; (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase SPAC Shares; and (k) transactions to satisfy any U.S. federal, state, or local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the transactions contemplated by the Business Combination Agreement from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the transactions contemplated by the Business Combination Agreement do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case where such transferee agrees case, solely to be bound by the terms extent necessary to cover any tax liability as a result of this Agreement. provided that the transactions; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the SharesShares specified on the signature page hereto. For purposes of this Agreement, the Shares beneficially owned by the HolderHolder as specified on the signature page hereto, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock [(i)] issued pursuant to the SharesMerger Agreement)[ or (ii) acquired directly from Mountain Crest Capital LLC pursuant to that Stock Purchase Agreement dated March 5, 2021]. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock or Purchaser Ordinary Shares (i) issued pursuant to the Merger Agreement) (the “Merger Shares”) or (ii) acquired directly from Mountain Crest Capital LLC pursuant to that Stock Purchase Agreement dated December 16, 2021. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company Parent Common Stock or Purchaser Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Parent Common Stock or Purchaser Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock, [ ] shares of the term “beneficial ownership” and derivations thereof shall have ordinary shares of the meaning ascribed thereto in Rule 13d-3 promulgated under Purchaser owned by the Exchange ActHolder, provided that in determining the Company or Purchaser Ordinary Shares beneficially owned acquired by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to such Holder in open market transactions during the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Consideration Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) any transfers exempt from registration under the Securities Act; (c) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (cd) by virtue of the laws of descent and distribution upon the death of the Holder; or (de) pursuant to a qualified domestic relations order; (f) transfers to the Parent’s officers, directors or their affiliates; (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent, provided, however, that in each case where the event that such transferee agrees tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-up Shares subject to be bound by the terms of this Agreement shall remain subject to this Agreement. provided ; (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-up Period; (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (f) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees in writing (a copy of which shall be provided by the Holder to the parties hereto and to Continental Stock and Transfer Company), to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up up Period. The Holder hereby covenants to Parent that the Holder will give notice to Parent of any transfer of Lock-up Shares pursuant to this Section 2 of the Agreement, with such notice given in accordance with Section 5 of this Agreement.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesPGI Common Stock, or any economic interest in or derivative of such shares, other than the Merger Shares. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesPGI Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesPGI Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of PGI Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Company’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a Parent Change of Control (as defined in the Merger Agreement); provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of PGI Common Stock or the vesting of stock-based awards; and (j) transfers 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 PGI Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (i) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. [The Holder hereby represents and warrants thatthat as of the date of this Agreement, it, he or she does not beneficially own, directly or through its, his or her nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any ordinary shares of Pubco, or any economic interest in or derivative of such shares, other than those ordinary shares of Pubco issued pursuant to the Unlocked Merger Agreement (“Merger Shares”) or shares that it, he or she may acquire through the PIPE Financing. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, are collectively referred to as the “Lock-Up Shares” (for the avoidance of doubt, Lock-Up Shares shall not include ordinary shares of Pubco acquired by such Holder in open market transactions or PIPE Shares).]3 [The Holder hereby represents and warrants that as of the date of this Agreement, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Sharescapital equity of Pubco, or any economic interest in or derivative of such sharesequity, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other those shares of Company Ordinary Shares other than capital equity of Pubco specified on the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during signature page hereto (“the Lock-up Period are collectively referred to as Up Shares”); for the “Lock-up Shares.” For purposes hereofavoidance of doubt, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required include ordinary shares of Pubco acquired by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing such Holder in open market transactions or public announcement of the transfer or disposition prior to the expiration of the Lock-Up PeriodPIPE Shares.]4 3 For Company shareholders. 4 For Parent stockholders.

Beneficial Ownership. The Holder hereby Investor represents and warrants that it is subscribing for the Shares for Investor's own account and own risk, and, unless Investor advises Park Capital Securities, LLC or vFinance to the contrary in writing and identifies with specificity each beneficial owner on whose behalf Investor is acting, Investor represents that it is not acting as a nominee for any other person or entity. Investor also represents that it does not have the intention or obligation to sell, distribute or transfer the Securities, directly or indirectly, to any other person or entity or to any nominee account. If the Investor is (A) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (B) an entity (other than a publicly-traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a Financial Action Task Force ("FATF") Compliant Jurisdiction) investing on behalf of underlying investors (including a Fund-of-Funds) (the persons, entities and underlying investors referred to in (A) and (B) being referred to collectively as the "Beneficial Owners"), Investor represents and warrants that, other than the Unlocked Shares, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Shares, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, in each case where such transferee agrees to be bound by the terms of this Agreement. provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that : (i) Investor understands and acknowledges the transferee/donee agrees representations, warranties and agreements made herein are made by Investor(A) with respect to be bound by Investor and (B) with respect to each of the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and Beneficial Owners; (ii) Investor has all requisite power and authority from each party of the Beneficial Owners to execute and perform the obligations under this Agreement; (donoriii) Investor has adopted and implemented anti-money laundering policies, doneeprocedures and controls that comply with, transferor or transferee) shall not be required by law (including without limitation and will continue to comply in all respects with, the disclosure requirements of applicable anti-money laundering laws and regulations; and (iv) Investor has established the Securities Actidentity of all Beneficial Owners, holds evidence of such identities and will make such information available to Park Capital Securities, LLC or vFinance, Inc. as the case may be, upon request, and has procedures in place to ensure that the Exchange ActBeneficial Owners are not Prohibited Investors (as defined in (e) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Periodbelow).

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary Sharesthe Company’s Class A Common Stock, or any economic interest in or derivative of such shares, other than the Shares. For purposes of this Agreement, Shares specified on the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinsignature page hereto. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up the Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, order in each case where such transferee agrees to be bound by the terms of this Agreement. ; provided that in the case of any transfer pursuant to the foregoing clauses it shall be a condition to any such transfer that (i) the transferee/donee agrees with the Company, in a writing satisfactory in form and substance to the Company, to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; an original Holder hereunder, and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, Act and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Each Company Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary ParentCo Shares, or any economic interest in or derivative of such shares, other than those ParentCo Shares issued pursuant to the Business Combination Agreement. Sponsor hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any ParentCo Shares, or any economic interest in or derivative of such shares, other than those ParentCo Shares issued pursuant to the Business Combination Agreement. For purposes of this Agreement, any ParentCo Shares (i) received by each Company Holder pursuant to the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and Business Combination Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary ParentCo Shares, if any, acquired during the Lock-up Period Period); or (ii) received by Sponsor pursuant to the Business Combination Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive ParentCo Shares, if any, acquired during the Lock-up Period) are collectively referred to as the “Lock-up Shares.” For purposes hereof, the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest therein”. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s officers or directors or any current or former general or limited partners, managers or members, stockholders, other equityholders or future direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended amended), or to any equityholder (including any shareholder, member or partner) of the “Securities Act”)) Holder, or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trusttrust or estate planning vehicle, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposesfamily; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the SPAC’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of ParentCo; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that the Holder shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan except as required by applicable law; provided further, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase ParentCo Shares or the vesting of stock-based awards; (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase ParentCo Shares; and (k) transactions to satisfy any U.S. federal, state, or local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the transactions contemplated by the Business Combination Agreement from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the transactions contemplated by the Business Combination Agreement do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case where such transferee agrees case, solely to be bound by the terms extent necessary to cover any tax liability as a result of this Agreement. provided that the transactions; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Each Company Holder and Company Option Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SPAC Shares, or any economic interest in or derivative of such shares, other than those SPAC Shares issued pursuant to the Business Combination Agreement. Each SPAC Holder hereby represents and warrants that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any SPAC Shares, or any economic interest in or derivative of such shares, other than those SPAC Shares the SPAC Holder owned immediately prior to and after the Closing and which were not purchased in the open market. For purposes of this Agreement, any SPAC Shares (i) received by each Company Holder or Company Option Holder pursuant to the Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and Business Combination Agreement (including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SPAC Shares, if any, acquired during the Lock-up Period Period); or (ii) held by each SPAC Holder immediately prior to and after the Closing (including any Class B shares held by any SPAC Holder) which were not purchased in the open market, are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include SPAC Shares acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s officers or directors or any current or former general or limited partners, managers or members, stockholders, other equityholders or future direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended amended), or to any equityholder (including any shareholder, member or partner) of the “Securities Act”)) Holder, or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trusttrust or estate planning vehicle, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposesfamily; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the SPAC’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of SPAC; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that the Holder shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan except as required by applicable law; provided further, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase SPAC Shares or the vesting of stock-based awards; (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase SPAC Shares; and (k) transactions to satisfy any U.S. federal, state, or local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the transactions contemplated by the Business Combination Agreement from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the transactions contemplated by the Business Combination Agreement do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case where such transferee agrees case, solely to be bound by the terms extent necessary to cover any tax liability as a result of this Agreement. provided that the transactions; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SPAC Shares, or any economic interest in or derivative of such shares, other than those SPAC Shares to be issued pursuant to the SharesGrant Agreement. For purposes of this Agreement, the any SPAC Shares beneficially owned to be received by the HolderHolder pursuant to the Grant Agreement which were not purchased in the open market, together with any other shares of Company Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock- up Shares shall not include SPAC Shares acquired by the term “beneficial ownership” and derivations thereof shall have Holder in open market transactions during the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s officers or directors or any current or former general or limited partners, managers or members, stockholders, other equityholders or future direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended amended), or to any equityholder (including any shareholder, member or partner) of the “Securities Act”)) Holder, or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trusttrust or estate planning vehicle, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposesfamily; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the SPAC’s officers, directors or their affiliates, (f) pledges of Lock- up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of SPAC; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement, (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that the Holder shall not effect or cause to be effected, any public filing, report or other public announcement regarding the establishment of the trading plan except as required by applicable law; provided further, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase SPAC Shares or the vesting of stock-based awards; (j) transfers in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase SPAC Shares; and (k) transactions to satisfy any U.S. federal, state, or local income tax obligations of the Holder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the transactions contemplated by the Business Combination Agreement from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the transactions contemplated by the Business Combination Agreement do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case where such transferee agrees case, solely to be bound by the terms extent necessary to cover any tax liability as a result of this Agreement. provided that the transactions; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act, and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock or Purchaser Ordinary Shares (i) issued pursuant to the Merger Agreement) (the “Merger Shares”) or (ii) acquired directly from Mountain Crest Holdings III LLC pursuant to that Stock Purchase Agreement dated December 16, 2021. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company Parent Common Stock or Purchaser Ordinary Shares other than the Unlocked Shares, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Parent Common Stock or Purchaser Ordinary Shares, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, the term “beneficial ownership” and derivations thereof however, that such Lock-up Shares shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company not include shares of Parent Common Stock or Purchaser Ordinary Shares beneficially owned acquired by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to such Holder in open market transactions during the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations order, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.

Beneficial Ownership. The Holder hereby represents and warrants that, other than the Unlocked Shares, that it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Company Ordinary SharesParent Common Stock, or any economic interest in or derivative of such shares, other than those shares of Parent Common Stock issued pursuant to the SharesMerger Agreement. For purposes of this Agreement, the Merger Shares beneficially owned by the Holder, together with any other shares of Company Ordinary Shares other than the Unlocked SharesParent Common Stock, and including any securities convertible into, or exchangeable for, or representing the rights to receive Company Ordinary SharesParent Common Stock, if any, acquired during the Lock-up Period are collectively referred to as the “Lock-up Shares.,” For purposes hereofprovided, however, that such Lock-up Shares shall not include shares of Parent Common Stock acquired by such Holder in open market transactions during the term “beneficial ownership” and derivations thereof shall have the meaning ascribed thereto in Rule 13d-3 promulgated under the Exchange Act, provided that in determining the Company Ordinary Shares beneficially owned by O▇▇▇▇ ▇▇▇▇▇▇▇▇▇, M▇. ▇▇▇▇▇▇▇▇▇ will be deemed not to have beneficial ownership or control of Company Ordinary Shares held by Lionheart Equities, LLC, except to the extent of M▇. ▇▇▇▇▇▇▇▇▇’▇ pecuniary interest thereinLock-up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Shares in connection with (a) transfers or distributions to the Holder’s current or former general or limited partners, managers or members, stockholders, other equityholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)amended) or to the estates of any of the foregoing; (b) transfers by bona fide gift or gifts to a member of the Holder’s immediate family or to a trust, the beneficiary of which is the Holder or a member of the Holder’s immediate family for estate planning purposes; (c) by virtue of a will, testamentary document or the laws of descent and distribution upon the death of the Holder; or (d) pursuant to a qualified domestic relations orderorder or as required by a divorce settlement, (e) transfers to the Parent’s officers, directors or their affiliates, (f) pledges of Lock-up Shares as security or collateral in each case where such transferee agrees to be bound connection with a borrowing or the incurrence of any indebtedness by the terms Holder, provided, however, that such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers, (g) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change of control of Parent; provided, however, that in the event that such tender offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement. provided , (h) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-up Shares during the Lock-Up Period, (i) transfers to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of stock-based awards; and (j) transfers 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 Parent Common Stock; provided, however, that, in the case of any transfer pursuant to the foregoing clauses (a) through (e) clauses, it shall be a condition to any such transfer that (i) the transferee/donee agrees to be bound by the terms of this Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto; and (ii) each party (donor, donee, transferor or transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act) to make, and shall agree to not voluntarily make, any filing or public announcement of the transfer or disposition prior to the expiration of the Lock-Up Period.