Common use of Clear Market Clause in Contracts

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Shares, Founder Shares, Public Rights, Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Shares, Founder Shares Shares, Rights, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Shares, Founder Shares Shares, Rights, or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Class A Shares issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants Warrants, Rights or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares Shares, Warrants or Public WarrantsRights, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants Shares, Warrants, Rights or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) issue the Representative’s Shares pursuant to section 2(f) hereof, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Units, Private Placement Shares, Private Placement Warrants, Private Placement Rights and warrants units that may be issued upon conversion of working capital loans and the Ordinary Shares, warrants and rights included therein (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or upon exchange of the Private Placement Rights or warrants or rights included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representatives in its their sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director any of the Company and provides the Company with notice of the impending release or waiver securities subject to these lock-up agreements at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 75 days after the date of the Prospectus, each of the Company and Xxxxxxxx Xxxx will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, or any membership interest in Xxxxxxxx Xxxx, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriter, LLCother than (A) the Shares to be sold hereunder, except(B) the issuance of Stock by the Company and the transfer of units by Xxxxxxxx Xxxx pursuant to the Exchange Agreement, provided that the recipients of such Stock or units pursuant to this clause (B) agree to be bound in writing by an agreement of the same duration and terms as provided in this section and provided, further, that no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on (i) a Form 4 or Schedule 13D filed in connection with (x) the sale of Shares under this Agreement and the transactions contemplated hereby or (y) an increase in shares of Stock or any securities convertible into or exercisable or exchangeable for Stock held by the undersigned, in each case, that the Company may as required by applicable law, or (aii) issue and sell the Placement Warrantsa Form 5, (b) issue and sell the Option Units on exercise of the option provided for Schedule 13D or Schedule 13G, in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreementeach case, in accordance with applicable law, and made after the terms expiration of the Registration Rights Agreementrestricted period referred to above), the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and C) any shares of Common Stock of the Company issued or issuable upon the exercise of options granted under Company Stock Plans, provided that if the recipient of any such Placement Warrants or warrants issued upon conversion shares of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with Stock has previously delivered a Business Combination; provided that the foregoing restrictions shall not apply “lock-up” agreement to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release Underwriter substantially in the form of Exhibit A hereto through hereto, such shares of Stock will be subject to the terms of such lock-up, (D) the issuance by the Company of shares of Class A Common Stock, options to purchase shares of Class A Common Stock, or other equity awards pursuant to Company Stock Plans or the Company’s Employee Share Purchase Plan, (E) the filing by the Company of a major news service at least two business days before registration statement on Form S-8 or a successor form thereto relating to Company Stock Plans, or (F) the effective date sale or issuance or entry into an agreement to sell or issue shares of Class A Common Stock in connection with the Company’s acquisition of one or more businesses, products or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, commercial relationships or other strategic transactions; provided that the aggregate number of shares of Class A Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (F) shall not exceed 10% of the release or waiver. The Company agrees not to amend total number of shares of Common Stock issued and outstanding immediately following the Insider Letter without the written consent completion of the Representativetransactions contemplated in the Agreement, provided, further, that the recipients of such shares of Common Stock pursuant to this clause (F) agree to be bound in writing by an agreement of the same duration and terms as provided in this section.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Sharesshares of Class B Common Stock, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Class B Common Stock or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not not, without the prior written consent of the Sales Agents (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise. The foregoing shall not apply to (i) the Shares to be sold hereunder, without the prior written consent (ii) any shares of RBC Capital Markets, LLC, except, in each case, that Common Stock of the Company may (a) issue and sell options to purchase shares of Common Stock granted under the Placement WarrantsCompany’s equity compensation plans, (b) issue and sell the Option Units on shares of Common Stock issued upon exercise of options granted under such equity compensation plans or any warrants issued by the option provided for in Section 2(bCompany and (iii) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon by the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities Company in connection with a Business Combination; provided that dividend reinvestment plan. Notwithstanding the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representativeforegoing, in its sole discretion, agrees to release or waive the transfer restrictions set forth in event that either (i) during the Insider Letter for an officer or director of period that begins on the Company and provides the Company with notice of the impending release or waiver at least three date that is 15 calendar days plus 3 business days before the effective date last day of the release or waiverRestricted Period and ends on the last day of the Restricted Period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press material event relating to the Company occurs, or (ii) prior to the expiration of the Restricted Period, the Company announces that it will release substantially in earnings results during the form 16-day period beginning on the last day of Exhibit A hereto through a major news service at least two the Restricted Period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus 3 business days before after the effective date of on which the earnings release is issued or waiver. The the material news or event related to the Company agrees not to amend the Insider Letter without the written consent of the Representativeoccurs.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, J.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc. except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsUBS Securities LLC and Xxxxxx & Co. USA, LLCInc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, Working Capital Warrants and warrants that may be issued upon conversion of working capital loans Extension Warrants (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants, Working Capital Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder SharesExtension Warrants), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 90 days after the date of the Prospectusinitial public offering of the Shares, the Company Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without both (x) the prior written consent of RBC Capital Markets, LLC, excepttwo of the four Representatives and (y) the prior written notice to the other Representatives, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Shareholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to announce the impending expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the Company must provide the Representatives and each person subject to the 90-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Cravath, Swaine & Xxxxx LLP) and then, upon notice by two of the four Representatives to the Company prior to the expiration of the 90-day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCLLC and Cantor Xxxxxxxxxx & Co., except, in each case, that the Company may (a) issue and sell the Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants units that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Rights, Placement Units or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public WarrantsPlacement Units, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants Rights or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants units that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and UBS Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfertransfer and agree to be bound by the lock up provisions contained therein and herein; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a During the period of 180 days after commencing on and including the date hereof and ending on and including the 180th day following the date of this Agreement, (the Prospectus, the Company will not (i“Lock-Up Period”) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwisenot, without the prior written consent of RBC Capital Marketsthe Representatives (which consent may be withheld at the sole discretion of the Representatives), LLCdirectly or indirectly offer, exceptsell (including, without limitation, any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or file any registration statement under the Securities Act in respect of, any Units, Common Stock, options, rights or warrants to acquire Common Stock or securities exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Public Units) or publicly announce any intention to do any of the foregoing. The Company will cause the Sponsor and each caseof the Company’s officers, that directors, advisors and security holders prior to the Offering (other than the Anchor Investors) to furnish to the Representatives, prior to the Initial Closing Date, the Insider Letter, which contains, among other things, “lock-up” restrictions on disposition of securities of the Company and the Company shall not release any such party from such “lock-up” restrictions, or the Anchor Investors from any lock-up provision contained in the applicable Anchor Subscription Agreements, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). Notwithstanding the foregoing, the Company may: (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Optional Units on exercise of the option provided for in Section 2(b) 3 hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Private Placement Units, Founder Shares, Shares and the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon underlying the exercise of any such Private Placement Warrants or warrants issued upon conversion of Units and the working capital loans and upon conversion of the Founder Shares)Private Placement Warrants, and (d) issue securities in connection with a Business Combination; provided provided, further, that in no case shall the foregoing restrictions shall not apply to the forfeiture of Company issue any Founder Shares pursuant to their terms Common Stock, Warrants or any transfer options or other securities convertible into or exercisable or exchangeable for Common Stock, or any shares of Founder Shares to a current preferred stock, in each case, that participate in any manner in the Trust Account or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered that vote as a result of such transfer, any related Section 16 of class with the Exchange Act filing includes Common Stock on a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeBusiness Combination.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Ordinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that Combination (including the foregoing restrictions shall not apply to Forward Purchase Securities) and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration and Stockholder Rights Agreement, in accordance with the terms of the Registration and Stockholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)) as described in the Prospectus, and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsUBS Securities LLC and Xxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination (including the Forward Purchase Shares); provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). The Representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the shares of Common Stock and warrants included therein (and any shares of Common Stock issued or issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, JonesTrading Institutional Services LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), ) and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell pledge or grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Stock or Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Shares, Warrants or any such other securitiessecurities convertible into, or exercisable, or exchangeable for, Common Stock or Founder Shares owned, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (a) issue and sell the Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof1.2.2 hereof (if any), (c) issue and sell the Representative Shares, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Representative Shares, the Placement Warrants Securities and the warrants and Common Stock underlying the units that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such the Placement Warrants or warrants underlying the units issued upon conversion of the working capital loans and upon conversion of the Founder Shares), ) and (de) issue securities in connection with a Business Combination; provided that . However, the foregoing restrictions preceding clauses (i) and (ii) shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director transferee is subject to the terms of the Insider Letter with respect applicable to such Founder Shares directors and officers at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representative in its sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver herein at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, JonesTrading Institutional Services LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Letters. If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter herein for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Unitsunits, shares of Common Stock, Stock (including Founder Shares), Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Unitsunits, shares of Common Stock, Founder Shares Stock or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Unitsunits, shares of Common Stock, Founder Shares Stock or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or any of such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, exceptBarclays Capital Inc. and CIBC World Markets Corp., except that (A) none of the foregoing shall apply in each case, that relation to the Company may (a) issue issuance and sell sale of the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, the Working Capital Warrants, or any securities to be issued upon or following the consummation of a Business Combination (cincluding the Forward Purchase Securities), and (B) the Company may register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, the Working Capital Warrants and warrants that may be issued upon conversion of working capital loans the Forward Purchase Securities (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants, Working Capital Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder SharesForward Purchase Warrants), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Letters. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter herein for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Class A Common Stock, Founder Shares, Public Rights, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Class A Common Stock, Founder Shares or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Class A Common Stock, Founder Shares or Public Warrants Rights or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Class A Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock without the prior written consent of RBC Capital Markets, LLC, exceptthe Representatives, in each case, that case other than (1) the Company may (a) issue and sell the Placement WarrantsShares to be sold by such Selling Stockholder hereunder, (b2) issue and sell transfers of shares of Stock or any security convertible into Stock as a bona fide gift or gifts, including to the Option Units on exercise of the option provided for in Section 2(b) hereofChase Foundation, (c3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms transfers of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise other securities to directors, officers or employees of any such Placement Warrants Chase Oil Corporation or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), its subsidiaries or affiliates and (d4) issue securities in connection with a Business Combinationdistributions of shares of Stock or any security convertible into Stock to members or stockholders of such Selling Stockholder; provided that in the foregoing restrictions case of any transfer or distribution pursuant to clauses (2), (3) or (4) each donee, transferee or distributee shall not apply execute and deliver to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to Representatives a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially lock-up letter in the form of Exhibit A hereto through this paragraph and provided, further, that in the case of any transfer or distribution pursuant to clauses (2) or (4) no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a major filing on a Form 5). Notwithstanding the foregoing, if (i) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news service at least two business or a material event relating to the Company occurs; or (ii) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event; provided, however, that in no event shall such restrictions extend past 124 days before from the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeProspectus.

Clear Market. For a period of 180 30 days after the date of the Prospectus, the Company Selling Shareholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities that may be deemed to be beneficially owned by such Selling Shareholder in accordance with the rules and regulations of the Commission and securities that may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriter, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Shareholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Shareholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Shareholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Shareholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Shareholder, the Company or any other person, prior to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date expiration of the release lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or waiver. The Company agrees not (ii) to amend effect the Insider Letter without cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the written consent expiration of the Representativelock-up period.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act (other than a registration statement on Form S-8) relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition, submission or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriters, LLCother than (A) the Shares to be sold hereunder; (B) any grants of restricted stock units, exceptdeferred stock units, in each casephantom or equity based incentive units or other equity securities to employees, directors or contractors that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise are granted under equity incentive plans of the option provided for in Section 2(b) hereofCompany, (c) register with including the Commission FB Financial Corporation 2016 Incentive Plan and the FirstBank 2012 Equity Based Incentive Plan, as amended, and issuances of Stock pursuant to the Registration Rights Agreementexercise, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise vesting of any such Placement Warrants restricted stock units, deferred stock units, phantom or warrants equity based incentive units or other equity securities; (C) sales of Stock made pursuant to the FB Financial Corporation 2016 Employee Stock Purchase Plan; (D) shares of Stock or other securities issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; transaction with a third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of the assets or the equity of another entity, provided that (x) the foregoing restrictions maximum aggregate number of shares issued pursuant to this clause (D) shall not apply exceed ten percent (10%) of the total number of shares of Stock outstanding as of the date of this Agreement and (y) any party receiving shares of Stock pursuant to clause (D) shall execute an agreement stating that they are holding the shares pursuant to the forfeiture restrictions contained in this Section 5(h); and (E) the issuance of any Founder Shares pursuant shares to their terms or any transfer of Founder Shares to a current or future independent director directors and officers of the Company who have elected to receive their salary or fees, as applicable, in the form of Stock rather than cash; provided, however, that any issuances, grants, sales or other transactions pursuant to clause (as long as such current or future independent director is subject B), (C) and (E) shall be made in accordance with and pursuant to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release stock based compensation or waive the transfer restrictions set forth in the Insider Letter for an officer or director purchase plans of the Company and provides its subsidiaries in existence on the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially this Agreement and described in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeProspectus.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetters.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, otherwise without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (aw) issue and sell the Private Placement Warrants, (bx) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (cy) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dz) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter Letters for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, the Representative except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors or employees of the Company (as long as such current or future independent director is directors or employees are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related filing under Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If For a period of 180 days after the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverProspectus, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Ordinary Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Ordinary Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Ordinary Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, Forward Purchase Shares and Forward Purchase Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 90 days after the date of the Prospectushereof, the Company Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose in each case other than the intention to undertake any sale of the foregoing, Shares to the Underwriters hereunder; or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise; or (iii) make any demand for or exercise any right with respect to the registration of any shares of Stock or any security convertible into or exercisable or exchangeable for Stock, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationRepresentative; provided that after the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director expiration of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter Underwriters' option with respect to the Option Shares set forth in Section 2(a) above, in the event that the Underwriters shall not have exercised such Founder option in full, the Selling Stockholder may transfer any such Option Shares at as to which such option shall not have been exercised to any affiliate of the time of Selling Stockholder, so long as each such transfer; and as long as, transferee provides a written undertaking to the extent any Section 16 Representative on behalf of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of Underwriters agreeing to be bound by the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in this subsection (a) as and to the Insider Letter for an officer same extent as the Selling Stockholder, and so long as any filing with the Commission in connection therewith or director relating thereto made by or on behalf of the Company Selling Stockholder, such transferee or any affiliate of either of them specifically describes such restrictions; and provides provided further that nothing in this paragraph shall preclude the Company Selling Stockholder from making any required filing on Schedule 13D with notice respect to the transactions contemplated hereby. Notwithstanding the foregoing, if (1) during the last 17 days of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 45 days after the date of the Prospectus, the Company Selling Stockholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriter, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Stockholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Stockholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Stockholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Stockholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Stockholder, the Company or any other person, prior to announce the impending expiration of the lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or (ii) to effect the cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the expiration of the lock-up period. Notwithstanding the foregoing, if the Underwriter is unable to publish or distribute research reports on the Company pursuant to Rule 139 under the Securities Act and/or Rule 2711 of the National Association of Securities Dealers, and if (1) during the last 17 days of the 45 -day restricted period, the Company issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 45-day restricted period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 45-day period, the Company must provide the Underwriter and each person subject to the 45-day lock-up period pursuant to the lock-up letters described in Section 8(m) hereof with prior notice of any such announcement (with a courtesy copy of such notice delivered to Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and then, upon notice by the Underwriter to the Company prior to the expiration of the 45 -day lock-up period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 30 days after the date of the Prospectus, the Company Selling Stockholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriters, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Stockholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Stockholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriters a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Stockholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Stockholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Stockholder, the Company or any other person, prior to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date expiration of the release lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or waiver. The Company agrees not (ii) to amend effect the Insider Letter without cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the written consent expiration of the Representativelock-up period.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that , including the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverForward Purchase Securities. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter Letters for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the Representative.

Clear Market. For a period of 180 45 days after the date of the ProspectusProspectus (the “Lock-Up Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingsuch offer, pledge, sale, disposition or filing or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common the Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that the Company may other than (a) issue and sell the Placement Warrants, Shares to be sold hereunder; (b) issue and sell issuances of shares of Stock upon the Option Units on exercise of options, other equity-based compensatory awards, or warrants or the option provided for conversion or redemption of any security disclosed as outstanding in Section 2(b) hereofthe Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus; (c) register with the Commission pursuant to issuance of shares of Stock upon the redemption of operating partnership units disclosed as outstanding in the Registration Rights AgreementStatement (excluding the exhibits thereto), the Preliminary Prospectus and the Prospectus in accordance with the terms of the Registration Rights Operating Partnership Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and ; (d) issue securities in connection the filing by the Company of any registration statement on Form S-8 or a successor form thereto; or (e) the entering by the Company into one or more equity distribution agreements with one or more banks and the filing of a Business Combination; prospectus supplement relating to at the market sales from time to time of shares of the Company’s common stock (provided that no sales of Stock or securities convertible into or exchangeable for shares of Stock shall be made and no contracts for the foregoing restrictions sale of shares of Stock or securities convertible into or exchangeable for shares of Stock shall not apply to be entered into during the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transferLock-Up Period). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants, Rights, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Shares, Warrants or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares Shares, Rights or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common StockClass A Ordinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockClass A Ordinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 90 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of the Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, the Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units the Common Stock or such other securities, in cash or otherwise, otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of the Common Stock or any security convertible into or exercisable or exchangeable for the Common Stock without the prior written consent of RBC Capital Markets, LLC, except, the Representative in each case, that the Company may case other than (aA) issue and sell the Placement WarrantsShares to be sold by such Selling Stockholder hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant transactions relating to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon acquired in open market transactions after the exercise Closing Date, (C) transfers of any such Placement Warrants or warrants issued upon conversion shares of the working capital loans and upon conversion of the Founder Shares)Common Stock as a bona fide gift, and (d) issue securities in connection with a Business Combination; provided that (x) the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director Common Stock so transferred is subject to the terms of a duplicate form of the Insider Letter with respect to “lock-up agreement” set forth in Exhibit D hereto and (y) no party, including such Founder Shares at the time of such transfer; and as long asSelling Stockholder, to the extent any shall be required to, nor shall it voluntarily, file a report under Section 16 16(a) of the Exchange Act reporting obligation is triggered as in connection with such transfer (other than a result filing on Form 5 made after the expiration of the 90-day restricted period referred to above), (D) dispositions to any trust for the direct or indirect benefit of such transferSelling Stockholder and/or the immediate family members of such Selling Stockholder, any related provided that (x) the Common Stock so disposed of is subject to the terms of a duplicate form of the “lock-up agreement” set forth in Exhibit D hereto and (y) no party, including such Selling Stockholder, shall be required to, nor shall it voluntarily, file a report under Section 16 16(a) of the Exchange Act in connection with such disposition (other than a filing includes a practical explanation on Form 5 made after the expiration of the transfer90-day restricted period referred to above). If , (E) pledges to any financial institution as collateral and foreclosures of such pledges, provided that the Representative, in its sole discretion, agrees Common Stock so pledged is subject to release or waive the transfer restrictions terms of a duplicate form of the “lock-up agreement” set forth in Exhibit D hereto, (F) transfers by such Selling Stockholder to its affiliates, provided that the Insider Letter for an officer or director Common Stock so transferred is subject to the terms of a duplicate form of the Company “lock-up agreement” set forth in Exhibit D hereto, (G) dispositions or sales of shares of Common Stock under a written trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) adopted prior to August 1, 2006 or (H) the adoption of a 10b5-1 Plan, provided that (x) no dispositions or sales are made pursuant to such 10b5-1 Plan during the 90-day restricted period referred to above and provides (y) no party, including the Company with notice undersigned, shall be required to, nor shall it voluntarily, file a report under Section 16(a) of the impending release or waiver at least three business Exchange Act in connection with the adoption of such 10b5-1 Plan. Notwithstanding the foregoing, if (1) during the last 17 days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Section 6(a) shall continue to apply with respect to each Selling Stockholder until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. Any discretionary release, waiver or termination by a press release the Representative of the provisions set forth in this Section 6(a) or in any “lock-up agreement” substantially in the form of Exhibit A Annex D hereto through a major news service at least two business days before shall be applied to all persons subject to such provisions (including the effective date Selling Stockholders) pro rata based on the number of shares of Common Stock held by such persons. The restrictions set forth in this Section 6(a) shall lapse and become null and void if (i) the registration statement filed with the Commission with respect to the offering of the release or waiver. The Shares is withdrawn prior to the effectiveness of this Agreement, (ii) the Company agrees notifies the Representative, prior to the effectiveness of this Agreement, that it does not intend to amend proceed with the Insider Letter without the written consent offering of the RepresentativeShares, or (iii) this Agreement (other than the provisions hereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold hereunder.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC and Wxxxx Fargo Securities, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholders Rights Agreement, in accordance with the terms of the Registration and Shareholders Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or and warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)) as described in the Prospectus, and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants, Placement Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares Shares, Warrants or Public Placement Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement Warrants, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion exercise of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (ia) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Representative Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Representative Warrants, or publicly disclose the intention to undertake any of the foregoing, or (iib) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (ia) or (iib) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (ai) issue and sell the Placement WarrantsUnits, (bii) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) 1.2 hereof, (ciii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants Units and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants Units or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (div) issue securities in connection with a the Business Combination; provided provided, that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsNomura Securities International, LLCInc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfertransfer and agree to be bound by the lock up provisions contained therein and herein; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, Agreement the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 60 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Stock or any such other securities, or publicly disclose the intention to undertake any of the transactions described in clause (i) or (ii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLCother than the Shares to be sold hereunder. The restrictions described above do not apply to (i) the Shares to be sold hereunder, except, in each case, that (ii) any shares of Common Stock issued by the Company may upon the exercise (aincluding any net exercise or exercise by delivery of already-owned shares of Common Stock) issue of an option or warrant or the settlement of restricted stock units or the conversion of a security outstanding on the date hereof and sell referred to in the Placement WarrantsRegistration Statement, the Pricing Disclosure Package and the Prospectus, (biii) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon options to purchase Common Stock or restricted stock units covering shares of Common Stock granted pursuant to existing employee benefit plans of the exercise Company referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (iv) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to any non-employee director stock plan referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (v) the filing by the Company of any such Placement Warrants registration statement on Form S-8 or warrants issued upon conversion a successor form thereto with respect to the registration of securities to be offered under any employee benefit or equity incentive plan referred to in the working capital loans Registration Statement, the Pricing Disclosure Package and upon conversion of the Founder Shares), Prospectus and (dvi) issue shares of Common Stock or other securities issued in connection with a Business Combination; transaction that includes a commercial relationship (including strategic alliances, commercial lending relationships, joint ventures, and strategic acquisitions), provided that (A) the foregoing restrictions aggregate number of shares issued pursuant to this clause (vi) shall not apply to exceed 5.0% of the forfeiture total number of outstanding shares of Common Stock immediately following the issuance and sale of the Shares and (B) the recipient of any Founder Shares such shares of Common Stock or securities issued pursuant to their terms or any transfer of Founder Shares to a current or future independent director of clauses (ii), (iii), (iv) and (vi) during the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for 60-day restricted period shall enter into an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release agreement substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativehereto.

Clear Market. For a period of 180 90 days after the date of this Agreement, without the Prospectusprior written consent of the Representative, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants the Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common the Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units the Common Stock or such other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (iv) publicly disclose the intention to do any of the foregoing, in each case, without the prior written consent of RBC Capital Marketsthe Representative, LLCother than (A) the Shares to be sold hereunder, except(B) any shares of Common Stock issued upon the exercise of options granted under existing employee stock option plans, in each case, that (C) grants by the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, employee stock options or restricted stock in accordance with the terms of a plan in effect on the Registration Rights Agreementdate hereof, (D) the resale filing by the Company of any registration statement with the Founder Shares, Commission on Form S-8 relating to the Placement Warrants offering of securities pursuant to the terms of a plan in effect on the date hereof and warrants that may be issued upon conversion of working capital loans (and any E) shares of Common Stock (or options, warrants or convertible securities in respect thereof) issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; bona fide merger or acquisition transaction, provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms Common Stock (or any transfer of Founder Shares to a current options, warrants or future independent director of the Company (as long as such current or future independent director convertible securities in respect thereof) so issued is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 a duplicate form of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions “lock-up agreement” set forth in Exhibit D hereto. Notwithstanding the Insider Letter for an officer or director foregoing, if (1) during the last 17 days of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Section 5(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, Forward Purchase Securities and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants, Forward Purchase Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital Markets, LLCCitigroup Global Markets Inc., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the Representative.Citigroup Global Markets Inc.

Clear Market. For a period of 180 90 days after the date of the Prospectusinitial public offering of the Shares, the Company such Selling Stockholder will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsCommon Stock (including without limitation, Common Stock, Founder Shares or Public Warrants, or publicly disclose Stock which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the intention to undertake any rules and regulations of the foregoing, Commission and securities which may be issued upon exercise of a stock option or warrant) owned by such Selling Stockholder on the date of execution of this Agreement or on the date of the Prospectus or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of such Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of shares of Common Stock to the Underwriters pursuant to this Agreement, (B) transfers or distributions of shares of Common Stock or securities convertible into shares of Common Stock to limited partners or stockholders of such Selling Stockholder, (C) transfers of shares of Common Stock or securities convertible into shares of Common Stock as a bona fide gift or gifts, (D) transfers of shares of Common Stock or securities convertible into shares of Common Stock to any trust the sole beneficiaries of which are such Selling Stockholder and/or immediate family members of such Selling Stockholder, (E) transfers of shares of Common Stock or securities convertible into shares of Common Stock to any affiliates of such Selling Stockholder, or (F) any shares of Common Stock acquired by such Selling Stockholder in the open market and; provided, that in the event of clauses (B), (C), (D) and (E) above, (I) the donees or transferees thereof have agreed in writing to be bound by the foregoing restrictions and (II) no such transfer or distribution involves a disposition for value; provided, further, that any limited partner of Code Xxxxxxxx & Xxxxxxx III, L.P. which receives a distribution of shares of Common Stock may resell such shares of Common Stock immediately without restriction; provided further, Code Xxxxxxxx & Xxxxxxx III, L.P. hereby agrees that it shall not make any distributions of shares of Common Stock for a period of 30 days after the date of the initial public offering of the Shares. In addition, such Selling Stockholder agrees that, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units X.X. Xxxxxx Securities Inc. on exercise behalf of the option provided for in Section 2(bUnderwriters, it will not, during the period ending ninety (90) hereof, (c) register with days after the Commission pursuant to the Registration Rights Agreement, in accordance with the terms date of the Registration Rights Agreementinitial public offering of the Shares, make any demand for or exercise any right with respect to, the resale registration of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the exercise of any such Placement Warrants or warrants issued upon conversion foregoing, if (1) during the last 17 days of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetters. The Company agrees not to amend the any Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representative, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeLetter.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act (other than a Registration Statement on Form S-8 with respect to employee benefit plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Shares or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public WarrantsShares, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Shares or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLCother than the Shares to be sold hereunder, except, Share Awards granted in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission ordinary course pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (Company Share Plans and any shares of Common Stock Shares issued or issuable upon the exercise of any such Placement Warrants options granted under Company Share Plans or warrants issued upon conversion the vesting or settlement of Share Awards; provided, however, that this provision shall not restrict any activities by the Company or the Selling Shareholder in furtherance of, or the consummation by the Company and the Selling Shareholder of, any of the working capital loans transactions described under the heading “The Restructuring and upon conversion of Separation Transactions” in the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer)Registration Statement. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter Section 6(a) or a lock-up letter as described in Section 8(n) hereof for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Xxxxx & Company LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, Credit Suisse Securities (USA) LLC and X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) issue warrants upon conversion of up to $2,000,000 of working capital loans, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i‎(i) or (ii‎(ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsJ.X. Xxxxxx Securities LLC and BofA Securities, LLC, Inc. except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b‎2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors or employees of the Company (as long as such current or future independent director is directors or employees are subject to the terms of the Insider Letter with respect to such the Founder Shares at the time of such transfer; , and as long as, to the extent any reporting obligation under Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related filing under Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If For a period of 180 days after the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverProspectus, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (aA) issue and sell the Private Placement Warrants, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (cC) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (dD) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to Combination and (E) effectuate the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverLetter. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsX.X. Xxxxxx Securities LLC, Credit Suisse Securities (USA) LLC and Xxxxxx Xxxxxxx & Co. LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A B hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLCthe Representatives, except, in each case, that the Company may (a) issue and sell the Private Placement WarrantsUnits, (b) issue and sell the Option Units on exercise of the Underwriters’ option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, Private Placement Shares, Private Placement Warrants and warrants units that may be issued upon conversion of working capital loans and the Ordinary Shares and warrants included therein (and any shares of Common Stock issued or Ordinary Shares issuable upon the exercise of any such the Private Placement Warrants or warrants included in the units issued upon conversion of the working capital loans and upon conversion of the Founder Sharesloans), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer). If the Representative, The Representatives in its their sole discretion, agrees to discretion may release or waive the transfer restrictions set forth in the Insider Letter for an officer or director any of the Company and provides the Company with notice of the impending release or waiver securities subject to these lock-up agreements at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiverany time without notice. The Company agrees not to amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 60 days after the date of this Agreement (the Prospectus“Clear Market Period”), the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lendpledge, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Shares or any securities convertible into or exchangeable or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrantswarrants or other rights to purchase Common Shares, without the prior written consent of the Representatives, or publicly disclose the intention to undertake make any such offer, sale, pledge, disposition or filing, other than (i) issuances of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants, options or other rights to purchase Common Shares, including restricted share units, performance share units and other share units, pursuant to employee benefit arrangements, employee share purchase plans or share incentive plans, and under the foregoingNortel Networks Corporation Directors Deferred Share Unit Plan and the Nortel Networks Limited Directors Deferred Share Unit Plan, or existing on the date hereof, (ii) enter into any swap or other arrangement that transfers, issuances required in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the connection with obligations incurred prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued date hereof or issuable upon the exercise of any such Placement Warrants outstanding securities or rights convertible, exchangeable or exercisable for Common Shares, including the Company’s shareholder rights plan, (iii) the filing by the Company of a registration statement in respect of the Securities and the Underlying Shares, (iv) contracting to issue or sell Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants issued upon conversion or other rights to purchase Common Shares as consideration for purposes of business combinations, acquisitions of other businesses or assets or similar transactions, it being understood that the working capital loans and upon conversion of Company shall not issue or sell such Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or warrants or other rights to purchase Common Shares under this clause (iv) during the Founder Shares)Clear Market Period, and (dv) issue securities issuances in connection with the global class action settlement as described in the Time of Sale Information and the Offering Memorandum, including under the heading “Summary” and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, or (vi) any filing of a Business Combination; provided that registration statement in connection with any of the items listed in the foregoing restrictions shall not apply clauses (i) to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transferv). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees will not at any time offer, sell, contract to amend sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the Insider Letter without exemption afforded by the written consent Securities Act to cease to be applicable to the offer and sale of the RepresentativeSecurities.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsXxxxx and Company, LLC and Intrepid Partners, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as so long as such current or future independent director is subject to the terms of the Insider Letter Letters with respect to such Founder Shares at the time of such transfer; and as so long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the such transfer). If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the applicable Insider Letter for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter Letters without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period The Company will not, without the prior written consent of 180 the Underwriter, from the date of execution of this Agreement and continuing to and including the date 60 days after the date of the ProspectusProspectus Supplement, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Underwriter, LLCother than (A) to the Underwriter pursuant to this Agreement, except(B) upon the exercise of an option or warrant, the vesting of restricted stock units or the conversion or exchange of or for a security outstanding on the date hereof as referred to in each casethe Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to the stock-based compensation plans of the Company and its subsidiaries as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (D) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of shares of Common Stock during the 60-day restricted period and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during the 60-day restricted period, (E) shares of Common Stock or other securities convertible into or exercisable or exchangeable for Common Stock (i) issued to, or in connection with, a transaction with a third party that includes a bona fide commercial or strategic relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements, intellectual property license agreements and strategic partnerships or investments) or (ii) issued in connection with any acquisition of assets or not less than a majority or controlling portion of the equity of another entity, and any announcement or filing of any registration statement in connection therewith, provided that (x) the aggregate number of shares of Common Stock that the Company may issue pursuant to this clause (aE) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise shall not exceed 7.5% of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms total number of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares outstanding at the time of such transfer; issuance and as long as, (y) each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock shall execute a lock-up agreement substantially similar to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions lock-up provisions set forth in on Exhibit A hereto, and (F) the Insider Letter filing of any registration statement on Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for an officer or director issuance under the stock-based compensation plans of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees its subsidiaries referred to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeclause (C).

Clear Market. For a period of 180 60 days after the date of the Prospectusoffering of the Securities, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, to or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsX.X. Xxxxxx Securities LLC; provided, LLC, except, in each casehowever, that the Company may (aA) effect the transactions contemplated hereby and issue Common Stock upon conversion of the Securities, (B) issue and sell the Placement WarrantsCommon Stock, (b) options to purchase Common Stock or restricted stock units, or issue and sell the Option Units on Common Stock upon exercise of the option provided for in Section 2(b) hereofoptions, (c) register with the Commission pursuant to any stock option, stock bonus or other stock plan or arrangement described in each of the Registration Rights Agreement, Time of Sale Information and the Offering Memorandum (subject to any future increases in the number of shares of Common Stock reserved under any such stock plan or arrangement effected in accordance with the terms thereof), provided that any directors or officers who are recipients thereof have provided to the Representatives a signed lock-up letter in the form attached as Exhibit A, (C) issue Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case (x) if such convertible or exchangeable securities, warrants or options are outstanding on the date hereof, (y) is described in each of the Registration Rights Agreement, Time of Sale Memorandum and the resale Offering Memorandum and (z) if the recipient to any Common Stock issued pursuant to this subsection (C) is a director or officer of the Founder SharesCompany, they execute a lock-up letter in the Placement Warrants form attached as Exhibit A, (D) file a registration statement on Form S-8 to register Common Stock issuable pursuant to the terms of a stock option, stock bonus or other stock plan or arrangement described in each of the Time of Sale Information and warrants the Offering Memorandum, (E) sell or issue or enter into an agreement to sell or issue shares of Common Stock in connection with the Company’s acquisition of one or more businesses, products, assets or technologies (whether by means of merger, stock purchase, asset purchase or otherwise) or in connection with joint ventures, collaboration or licensing agreements, marketing or distribution arrangements, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Common Stock that the Company may be issued upon conversion sell or issue or agree to sell or issue pursuant to this clause (E) shall not exceed 10% of working capital loans (and any the total number of shares of Common Stock issued or issuable upon and outstanding immediately following the exercise of any such Placement Warrants or warrants issued upon conversion completion of the working capital loans transaction contemplated by this Agreement, (F) offer and upon conversion sell Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any equity distribution or similar agreement for sales of securities through an “at the market offering” as such term is defined in Rule 415 of the Founder Shares)Securities Act, and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture any offer or sale of any Founder Shares shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company this clause (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver F) shall only be made at least three business 30 days before after the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date offering of the release Securities or waiver. The Company agrees not (G) issue Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to amend the Insider Letter without Agreement and Plan of Merger, dated October 5, 2020, by and among the written consent Company, Eidos Therapeutics, Inc., Globe Merger Sub I, Inc. and Globe Merger Sub II, Inc., as described in each of the RepresentativeTime of Sale Information and the Offering Memorandum.

Clear Market. For a period of 180 45 days after the date of the ProspectusProspectus (the “Restricted Period”), the Company will not (i) offer, pledge, publicly announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration on Form S-8 or on Form S-3 in connection with a filing required pursuant to the limited partnership agreement of the Operating Partnership, with respect to Common Stock that may be issued upon exchange of common units of limited partnership interest in the Operating Partnership outstanding on the date hereof) under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable exercisable, redeemable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that Underwriter. The foregoing sentence shall not apply to (A) the Company may (a) issue and sell the Placement WarrantsShares to be sold hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding on the date hereof and referred to in the Prospectus, including common units of limited partnership interest in the Operating Partnership, (C) any such Placement Warrants shares of Common Stock, shares of restricted stock, restricted stock units, deferred stock units or warrants other equity-based awards issued, or options to purchase Common Stock granted or issued upon conversion pursuant to existing benefit or equity plans of the working capital loans and upon conversion of Company referred to in the Founder Shares)Prospectus, and (dD) issue any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock in connection with a Business Combinationacquisitions of real property or real property companies; provided that the foregoing restrictions shall not apply to aggregate number of shares of Common Stock and securities convertible into or exchangeable or exercisable for shares of Common Stock issued during the forfeiture of any Founder Shares Restricted Period pursuant to their terms or any transfer of Founder Shares to a current or future independent director this clause (D) does not exceed 5% of the Company (total number of shares of Common Stock outstanding on a fully diluted basis as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativethis Agreement.

Clear Market. For a period of 180 90 days after the date of the ProspectusOffering Memorandum, the Company will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a any registration statement under the Securities Act relating with respect to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, Stock or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Initial Purchaser, LLC, except, in each case, that other than: (A) the Company may (a) issue offer and sell the Placement Warrants, (b) issue and sell the Option Units on exercise sale of the option provided for in Section 2(b) hereof, (c) register with Shares as contemplated hereunder and the Commission registration of the Shares pursuant to the Registration Rights Agreement, (B) any shares of Common Stock issued upon the exercise of options granted under the Company Stock Plans and/or any shares of Common Stock issued upon final vesting of restricted stock units granted under the Company Stock Plans, (C) any shares of Common Stock or restricted stock units issued under the Company Stock Plans, as described in accordance the Disclosure Package and the Offering Memorandum, to the Company’s officers and independent directors, the Manager and personnel of the Manager, (D) issuance or other transfers of shares of Common Stock by the Company to the Manager (in whose hands such shares of Common Stock will be locked-up pursuant to Section 6(b) below) in connection with the terms payment of any tax withholding obligations incurred by the Company’s officers and personnel of the Registration Rights AgreementManager in relation to the vesting of restricted shares of Common Stock issued pursuant to the Company Stock Plans, (E) the resale filing of a registration statement in respect of a dividend reinvestment plan of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (Company and any shares of Common Stock issued pursuant thereto (F) the filing of one or issuable upon more pre-effective amendment to the exercise Company’s registration statement of any such Placement Warrants or warrants issued upon conversion Form S-3 (File No. 333-174108) and (G) transfers of Common Stock required by Section 7.2.1 of the working capital loans and upon conversion charter of the Founder Shares)Company. Notwithstanding the foregoing, and if (d1) issue securities in connection with a Business Combination; provided that during the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director last 17 days of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 sixty (60) days after from the date of the ProspectusOffering Memorandum, the Company will not not, without the prior written consent of the Representatives, directly or indirectly (i) offer, sell, assign, transfer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or (ii) publicly disclose the intention to undertake make any of the foregoingoffer, sale, assignment, transfer, pledge or disposition, or (iiiii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock or such other securities that are convertible into or exercisable or exchangeable for Common Stock, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause clauses (i), (ii) or (iiiii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without other than (A) the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise Company’s sale of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and Securities hereunder or any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion thereof, (B) the entry into the transactions contemplated by the Capped Call Confirmations, (C) the issuance of equity awards pursuant to the Company’s benefit plans, qualified equity incentive plans or other compensation plans as such plans are in existence on the date hereof and described in the Time of Sale Information and the Offering Memorandum or is hereafter approved by the shareholders of the working capital loans and upon conversion Company, (D) the issuance of options to induce personnel to accept employment with the Company (whether or not pursuant to a plan), which in the aggregate shall not exceed 3% of the Founder Shares)outstanding common stock of the Company, and (dE) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply issuance of Common Stock pursuant to the forfeiture valid exercises of any Founder Shares pursuant to their terms options, warrants or any transfer of Founder Shares to a current or future independent director of rights outstanding on the date hereof. The Company (as long as also agrees that during such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiverperiod, the Company agrees to announce will not file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under the impending release Securities Act for any such transaction or waiver by which registers, or offers for sale, Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, except for a press release substantially registration statement on Form S-8 in the form respect of Exhibit A hereto through a major news service at least two business days before the effective date any transaction or plan described in clause (C) or (D) of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativepreceding sentence.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, X.X. Xxxxxx Securities LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) issue and sell the Forward Purchase Shares and the Forward Purchase Warrants, (d) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement or the Forward Purchase Agreement, as applicable, the resale of the Founder Shares, the Private Placement Warrants, the Forward Purchase Shares, the Forward Purchase Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants, Forward Purchase Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (de) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend or waive the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. (i) For a period of 180 45 days after the date of the Prospectus, the Company will not, and will cause its directors and officers not to, (i) issue, offer, pledge, deposit, loan, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, preferred shares of Common Stock, Founder Shares, Public Warrants the Company (including the Securities) or any securities representing or convertible into or exercisable or exchangeable for any Public Unitssuch securities (including, Common Stockwithout limitation, Founder Shares any common shares of the Company convertible into preferred shares, or Public Warrantssuch other securities which may be deemed to be beneficially owned by the Company or such directors and officers in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to undertake make any of the foregoingissue, offer, sale, pledge, deposit, loan, contract, grant, transfer, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of associated with ownership of any Public Units, preferred shares of Common Stock, Founder Shares or Public Warrants the Company (including the Securities) or any such other securitiessecurities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units preferred shares of the Company (including the Securities) or such other securities, in cash or otherwise, or (iii) file any registration statement with the Commission under the Securities Act or a similar Brazilian regulatory authority under Brazilian corporate law relating to the offering of any preferred shares (including the Securities) or any security convertible into or exercisable or exchangeable for preferred shares of the Company (including, without limitation, common shares of the Company convertible into preferred shares or such other securities which may be deemed to be beneficially owned by the Company or such directors and officers in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that other than (1) the Securities to be sold hereunder; (2) any preferred shares of the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant issued or to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion options granted under Company Stock Plans that are in existence as of the working capital date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (3) the pledge of shares as collateral for loans entered into by directors and upon conversion officers of the Founder Shares), and Company; (d4) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture transfers of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director preferred shares of the Company (including the Securities) by such directors and officers as long as such current a bona fide gift or future independent director is subject gifts, provided that in the case of any transfer pursuant to clause (4), each donee shall execute and deliver to the terms of Representatives a written agreement accepting the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in this paragraph as if it were such director or officer; and provided, further, that in the Insider Letter for an officer case of any transfer pursuant to clause (5), no filing by any party (donor or director donee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees 45-day restricted period referred to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeabove).

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company neither Planet Fitness Party will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Stock or Class B Stock of the Company (together with the Stock, the “Common Stock, Founder Shares, Public Warrants ”) or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital MarketsX.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, LLCPierce, except, in each case, that the Company may Xxxxxx & Xxxxx Incorporated other than (a) issue and sell the Placement Warrants, Shares to be sold hereunder; (b) issue the issuance of Shares to be sold hereunder to the TSG Continuing LLC Owners and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, Specified Selling Stockholders; (c) register any shares of Stock of the Company issued upon the exercise, vesting or settlement of options, restricted stock units or other awards granted under or covered by equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (d) the grant by the Company of awards under equity incentive plans disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (e) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with an employee stock compensation plan or agreement of the Company, which plan or agreement is disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (f) the issuance of Class A common stock upon exchange of limited liability company units of Pla-Fit Holdings (together with a Business Combination; provided corresponding number of shares of Class B Stock) to any holders of such units that the foregoing restrictions shall are not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares subject to a current or future independent director of “lock-up” agreement with the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release Representatives substantially in the form of Exhibit A hereto through a major news service at least two business days before hereto; and (g) the effective date issuance of shares of Stock or other securities (including securities convertible into shares of Stock) in connection with the acquisition by the Company or any of its subsidiaries of the release securities, businesses, properties or waiver. The other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company agrees in connection with any such acquisition; provided that in the case of clause (g), the aggregate number of shares of Stock issued in all such acquisitions and transactions does not to amend the Insider Letter without the written consent exceed 5% of the Representativeissued and outstanding Stock of the company on the Closing Date and any recipients of such shares of Stock shall deliver a “lock-up” agreement to the Representatives substantially in the form of Exhibit A hereto.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital Markets, Credit Suisse (USA) LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the RepresentativeCredit Suisse (USA) LLC.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into into, or exercisable exercisable, or exchangeable for for, any Public Units, Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC [, and] RBC Capital Markets, LLC, LLC and BTIG LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 60 days after the date of the Prospectus, the Company Partnership will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement (other than any registration statement on Form S-8 to register Common Units issued or available for future grant under the Ares Equity Incentive Plan) under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Units or any securities convertible into or exercisable or exchangeable for any Public Common Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares or Public Warrants Units or any such other securitiessecurities or units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Common Units or such other securitiessecurities or units, in cash or otherwise, without the prior written consent of RBC Capital MarketsXxxxx Fargo Securities, LLCLLC and Merrill, exceptLynch, in each caseXxxxxx, that Xxxxxx & Xxxxx Incorporated, other than (A) the Company may (a) issue and sell the Placement WarrantsUnits to be sold hereunder, (bB) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares issuance of Common Stock issued Units or issuable securities convertible into or exercisable or exchangeable for Common Units upon the exercise of any such Placement Warrants an option or warrants issued upon a warrant or the conversion of a security outstanding on the working capital loans and upon conversion date of the Founder SharesProspectus, (C) the issuance of Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to the Ares Equity Incentive Plan, or (D) the issuance of up to ten percent (10%) of the Common Units outstanding after this offering (assuming all Ares Operating Group Partnership Units have been exchanged for Common Units), and (d) issue or securities convertible into or exercisable or exchangeable for Common Units in connection with a Business Combinationmergers or acquisitions, joint ventures, commercial relationships or other strategic transactions; provided that that, the foregoing restrictions shall not apply to the forfeiture acquiree of any Founder Shares such Common Units or securities convertible into or exercisable or exchangeable for Common Units pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company this clause (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for D) enters into an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially agreement in the form of Exhibit A C hereto through with respect to such Common Units or securities convertible into or exercisable or exchangeable for Common Units. For a major news service at least two business period of 60 days before after the effective date of the release Prospectus, no Ares Entity will waive, modify or waiver. The Company agrees not amend any transfer restrictions (including lock up provisions) relating to amend the Insider Letter any Ares Operating Group Units or Common Units contained in any agreements with holders thereof, without the written consent of the RepresentativeXxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwiseotherwise or (iii) publicly disclose the intention to undertake any of the foregoing, without the prior written consent of RBC Capital MarketsCxxxx and Company, LLC, except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on upon exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend Section 5 (Lock-up: Transfer Restrictions) of the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will Selling Shareholder shall not (i) offer, pledge, announce the intention to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, cause to be filed with the Commission SEC a registration statement (or equivalent) under the Securities Act or with any other securities regulator relating toto any Shares or other share capital of the Company, any Public Unitsincluding in the form of ADSs, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public UnitsShares, Common Stockincluding in the form of ADSs (including without limitation, Founder Shares such other securities which may be deemed to be beneficially owned by the Selling Shareholder in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or Public Warrantswarrant), or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder the Shares or Public Warrants other share capital of the Company, including in the form of ADSs, or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units any Common Shares or other share capital of the Company, or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any Shares or other share capital of the Company, including in the form of ADSs, or any security convertible into or exercisable or exchangeable for Shares or other share capital of the Company, including in the form of ADSs, without the prior written consent of RBC Capital Marketsthe Representative; provided that the aforementioned restrictions on transfers of securities shall not apply to (i) sales of shares, LLC, exceptincluding in the form of ADSs, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise offering of the option provided for in Section 2(b) hereof, (c) register with the Commission ADSs contemplated hereby or pursuant to the Registration Rights AgreementPurchase Agreement Sales or (ii) transfers of securities to any affiliate of the Selling Shareholder; provided further that, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise case of any such Placement Warrants or warrants issued upon conversion of transfer pursuant to sub-clause (ii), (1) each transferee shall agree to be bound by the working capital loans and upon conversion of the Founder Sharesrestrictions on transfer in this clause (a), and (d2) issue securities no filing by any party (transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with a Business Combination; provided that such transfer. Notwithstanding the foregoing restrictions shall not apply to foregoing, if (1) during the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director last 17 days of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver90-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent occurrence of the Representativematerial news or material event.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into into, or exercisable exercisable, or exchangeable for for, any Public Units, Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC, RBC Capital Markets, LLC, LLC and BTIG LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common StockOrdinary Shares, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares or Public Warrants or any such other securities, or publicly disclose the intention to undertake any of the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of RBC J.X. Xxxxxx Securities LLC and BMO Capital Markets, LLCMarkets Corp., except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationCombination or (iii) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a any current or future independent director directors of the Company (as long as such current or future independent director is directors are subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Ordinary Shares or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public WarrantsOrdinary Shares, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder the Ordinary Shares or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLCprovided, excepthowever, that Company may (A) effect the transactions contemplated hereby, (B) allot and issue Ordinary Shares, options to purchase Ordinary Shares, restricted stock units, or other awards, or issue Shares upon exercise of options, pursuant to the Company Stock Plans described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) allot and issue Ordinary Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case, that case outstanding on the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) date hereof, (cD) file a registration statement on Form S-8 to register with the Commission Ordinary Shares issuable pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter Company Stock Plans or other stock plan or arrangement, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (E) allot and issue Ordinary Shares in connection with respect any joint venture, commercial or collaborative relationship or the acquisition or license by the Company or any of its subsidiaries of the securities, businesses, property or other assets of another person or entity or pursuant to any employee benefit plan assumed by the Company in connection with any such Founder acquisition; provided, however, that in the case of clause (E), (x) such Shares at shall not in the time aggregate exceed 10% of such transfer; and as long as, the Company’s outstanding Ordinary Shares after giving effect to the extent any Section 16 sale of the Exchange Act reporting obligation is triggered as Shares contemplated by this Agreement, and (y) the recipients thereof provide to the Representatives a result signed Lock-Up Agreement in the form of such transferExhibit A hereto. Notwithstanding the foregoing, any related Section 16 if (1) during the last 17 days of the Exchange Act filing includes 180-day restricted period, the Company issues an earnings release or material news or a practical explanation material event relating to the Company occurs; or (2) prior to the expiration of the transfer)180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension. If the RepresentativeRepresentatives, in its their sole discretion, agrees agree to release or waive the transfer restrictions set forth in the Insider Letter a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provides provide the Company with notice of the impending release or waiver waiver, substantially in the form of Exhibit B hereto, at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A C hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representative.

Clear Market. For a period of 180 days after the date of the Prospectus, Prospectus the Company will not (i) issue, offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or submit toADSs, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Ordinary Shares or Public WarrantsADSs, (ii) file, or publicly disclose announce the intention to undertake file, any of the foregoingregistration statement with respect to any Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs, or (iiiii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder the Ordinary Shares or Public Warrants or any such other securitiesADSs, whether any such transaction described in clause (i), (ii) or (iiiii) above is to be settled by delivery of Public Units Ordinary Shares or ADSs or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that other than (x) the Company may ADSs to be sold hereunder and the Shares represented thereby and (ay) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be any Class B Ordinary Shares issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of options that were granted under the Company Stock Plans and outstanding on the date hereof or any such Placement Warrants options to purchase, or warrants issued upon conversion of share appreciation rights, restricted shares, restricted share units, performance units or performance shares with respect to, Class A Ordinary Shares granted under the working capital loans and upon conversion of Company Stock Plans existing on the Founder Shares)date hereof, and (d) issue securities in connection with a Business Combination; provided that any Ordinary Shares issued by the foregoing restrictions shall not apply to the forfeiture Company upon exercise of any Founder Shares pursuant to their terms such options or any transfer of Founder Class A Ordinary Shares to a current or future independent director of issued by the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder share appreciation rights, restricted shares, restricted share units, performance units or performance shares (provided that in the case of any recipient of Class A Ordinary Shares at the time of such transfer; and as long asor Class B Ordinary Shares pursuant to clause (y), each recipient shall agree in writing to be bound by terms similar to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in Section 6(a) for the Insider Letter for an officer or director period of time then remaining under such restrictions). Notwithstanding the foregoing, if (1) during the last 17 days of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver180-day restricted period, the Company agrees to announce the impending issues an earnings release or waiver by announces material news or a press release substantially in material event relating to the form of Exhibit A hereto through a major news service at least two business days before Company occurs; or (2) prior to the effective date expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or waiver. The Company agrees not to amend the Insider Letter without the written consent announcement of the Representativematerial news or the occurrence of the material event. Such restricted period, including any automatic extension thereof as contemplated in this Section 5(h), is referred to hereinafter as the “Lock-Up Period”.

Clear Market. For a period of 180 45 days after the date of the Prospectus, the Company Selling Stockholder will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public UnitsStock (including without limitation, Common StockStock or such other securities which may be deemed to be beneficially owned by such Selling Stockholder in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively the “Lock-up Securities”), Founder Shares or Public Warrants, or publicly disclose the intention to undertake make any offer, sale, pledge, disposition or filing or file with the Commission a registration statement under the Securities Act with respect to any of the foregoing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiesthe Lock-up Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Stock or such other securities, in cash or otherwiseotherwise or (iii) make any demand for or exercise any right with respect to the registration of any of the Lock-up Securities, without the prior written consent of RBC Capital Markets, LLC, exceptthe Underwriter, in each case, that the Company may case other than (a) issue and sell the Placement WarrantsShares to be sold by the Selling Stockholder hereunder, (b) issue transfers to (1) any of its stockholders, partners, members or affiliates (as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”)) or any of its Affiliates’ directors, officers and sell employees or (2) to any investment fund or other entity controlled or managed by the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business CombinationSelling Stockholder; provided that (A) such donee, trustee, distributee or transferee, as the foregoing restrictions case may be, shall execute and deliver to the Underwriter a lock-up letter in the form of this paragraph for the balance of the lock-up period, (B) such transfer shall not apply to the forfeiture of involve a disposition for value and (C) no filing by any Founder Shares pursuant to their terms party (donor, donee, transferor or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any transferee) under Section 16 of the Exchange Act reporting obligation is triggered as or other public report or filing shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a result filing on a Form 5 made after the expiration of such transferthe lock-up period), (c) shares of Stock of the Company purchased by the Selling Stockholder on the open market following this offering if and only if no filing by any related party under Section 16 of the Exchange Act or other report or filing includes shall be required or shall be made voluntarily in connection with such sale (other than a practical explanation filing on a Form 5 made after the expiration of the transferlock-up period). If , (d) the Representativeestablishment of any contract, in its sole discretion, agrees to release instruction or waive the transfer restrictions set forth in the Insider Letter for an officer or director plan (a “Plan”) that satisfies all of the Company and provides requirements of Rule 10b5-1(c)(1) under the Company with notice Exchange Act; provided that no sales of the impending release or waiver at least three business days before Lock-up Securities shall be made pursuant to such a Plan prior to the effective date expiration of the release lock-up period, and such a Plan may only be established if no public announcement of the establishment or waiverexistence thereof and no filing with the Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the Selling Stockholder, the Company agrees or any other person, shall be required, and no such announcement or filing is made voluntarily, by the Selling Stockholder, the Company or any other person, prior to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date expiration of the release lock-up period and (e) dispositions of shares of Stock to the Company (i) to satisfy tax withholding obligations in connection with the exercise of options to purchase Stock or waiver. The Company agrees not (ii) to amend effect the Insider Letter without cashless exercise of options to purchase Stock; provided that such dispositions shall only be permitted with respect to options that would otherwise terminate or expire prior to the written consent expiration of the Representativelock-up period.

Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or file with, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, to any Public Units, shares of Common StockOrdinary Shares, Founder Shares, Public Warrants or any securities convertible into into, or exercisable exercisable, or exchangeable for for, any Public Units, Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common StockOrdinary Shares, Founder Shares Shares, or Public Warrants or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units or such other securities, in cash or otherwise, without the prior written consent of X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC, LLC except, in each case, that the Company may (a) issue and sell the Private Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to waive or amend the Insider Letter without the written consent of the RepresentativeRepresentatives.

Clear Market. For a period of 180 90 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to(except in the case of a registration statement on Form S-8 with respect to employee benefit plans described in the Registration Statement, or the Pricing Disclosure Package and the Prospectus) file with, with the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Covered Securities or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public WarrantsCovered Securities, or publicly disclose the intention to undertake make any of the foregoingoffer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants the Covered Securities or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Covered Securities or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, exceptthe Representatives, in each case, that case other than (A) the Company may (a) issue and sell the Placement WarrantsShares to be sold hereunder, (bB) issue stock options, restricted stock, restricted stock units or other equity-based awards, and sell any Covered Securities underlying or subject to such awards, granted pursuant to any employee benefit plan, equity incentive plan or other employee or director compensation plan disclosed in the Option Units on exercise of Registration Statement, the option provided for in Section 2(b) hereofPricing Disclosure Package and the Prospectus (or any successor or replacement plan approved by the Company’s stockholders), (cC) register with any Covered Securities issued upon the Commission pursuant to exercise or vesting of stock options, restricted stock, restricted stock units or other equity-based awards outstanding on the date hereof and described in the Registration Rights Agreement, in accordance with the terms of the Registration Rights AgreementStatement, the resale of Pricing Disclosure Package and the Founder SharesProspectus, the Placement Warrants and warrants that may be (D) any securities issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject outstanding on the date hereof and described in the Registration Statement, the Pricing Disclosure Package and the Prospectus pursuant to the terms of such outstanding securities, (E) any securities issued in connection with the Insider Letter acquisition by the Company of the securities, business, property or other assets of another person or entity, or pursuant to any employee benefit plan assumed by the Company in connection with respect any such acquisition, or (F) any securities issued in connection with joint ventures, commercial relationships or other strategic transactions, provided that the aggregate number of shares of Covered Securities issued or issuable pursuant to such Founder Shares at clauses (E) and (F) does not exceed 5% of the time number of such transfershares of Covered Securities outstanding on the date hereof; and as long as, provided further that prior to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth issuance in the Insider Letter for an officer case of clause (E) or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver(F), the Company agrees shall cause each such recipient of such securities to announce execute and deliver to the impending release or waiver by Representatives a press release “lock-up” agreement substantially in the form of Exhibit A hereto through A. Notwithstanding the foregoing, if (A) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a major material event relating to the Company occurs; or (B) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news service at least two or material event; provided, however, that such extension will not apply if, within three business days prior to the 15th calendar day before the effective date last day of the release 90-day restricted period, the Company delivers a certificate to the Representatives signed by its Chief Financial Officer or waiver. The Company agrees not to amend the Insider Letter without the written consent Chief Executive Officer, certifying on behalf of the RepresentativeCompany that (i) the Covered Securities are “actively traded securities” (as defined in Regulation M), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the 1933 Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the underwriters during the 15 days before or after the last day of the 90-day restricted period (before giving effect to such extension).

Clear Market. For a Without the prior written consent of the Representatives, the Company will not, during the period of 180 ending 45 days after the date of the Prospectus, the Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, shares of Common Stock, Founder Shares, Public Warrants Stock or any securities convertible into or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrants, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of the Common Stock, Founder Shares (iii) file with the Commission a registration statement under the Securities Act relating to any additional shares of its Common Stock or Public Warrants securities convertible into, or exchangeable for, any such other securitiesshares of its Common Stock, or publicly disclose the intention to effect any transaction described in clause (i), (ii) or (iii), whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwise, without the prior written consent of RBC Capital Markets, LLC, except, in each case, that the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), and (d) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to (A) the forfeiture sale of the Securities under this Agreement, (B) the sale of shares of Common Stock pursuant to the 1999 Dividend Reinvestment and Share Purchase Plan, (C) shares of Common Stock to be issued pursuant to the ProLogis 1997 Long Term Incentive Plan, the ProLogis 2006 Long Term Incentive Plan, the ProLogis Employee Share Purchase Plan, the ProLogis Share Option Plan for Outside Trustees, the ProLogis 2000 Share Option Plan for Outside Trustees or to pay the annual retainer to ProLogis outside trustees, (D) shares of Common Stock to be issued in connection with the conversion or redemption of units of limited partnership interest (outstanding on the date hereof) of limited partnerships in which the Company or is directly or indirectly a general partner or the issuance of units of limited partnership interests in any such partnership that may be converted into, or redeemed for, shares of Common Stock, (E) the filing of any Founder Shares registration statement in respect of shares of Common Stock pursuant to their terms or any transfer of Founder Shares to a current or future independent director of registration rights agreement by which the Company is bound on the date hereof or (as long as such current F) the conversion of securities or future independent director is subject to the terms exercise of the Insider Letter with respect to such Founder Shares warrants outstanding at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativehereof.

Clear Market. For a period of 180 Beginning on the date hereof and ending on, and including, the date that is 90 days after the date of the ProspectusProspectus (the “Lock-Up Period”), without the prior written consent of the Representatives, the Company will not (i) offerissue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer dispose of or agree to dispose of, directly or indirectly, or submit establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, any Common Stock, or file withany other securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the Commission foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to, to the offer and sale of any Public Units, shares of Common Stock, Founder Shares, Public Warrants or any other securities convertible into or exchangeable or exercisable or exchangeable for any Public Units, Common Stock, Founder Shares or Public Warrantsfor, or publicly disclose the intention any warrants or other rights to undertake any of purchase, the foregoing, or (iiiii) enter into any swap or other arrangement that transferstransfers to another, in whole or in part, any of the economic consequences of ownership of any Public Units, shares of Common Stock, Founder Shares or Public Warrants or any such other securitiessecurities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units Common Stock or such other securities, in cash or otherwiseotherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), without the prior written consent of RBC Capital Markets, LLC(ii) or (iii), except, in each case, that for (A) the registration of the offer and sale by the Company may (a) issue and sell of the Placement WarrantsSecurities as contemplated by this Agreement, (bB) issue and sell (i) issuances of Common Stock upon the Option Units on exercise of options, warrants or other rights to acquire Common Stock under a stock incentive plan of the option provided for Company disclosed as outstanding in Section 2(bthe Registration Statement (excluding the exhibits thereto), the Time of Sale Information and the Prospectus and (ii) hereofthe grant of any stock appreciation rights, restricted stock, restricted stock units, stock awards or stock options to employees, consultants, advisors, officers or directors of the Company under a stock incentive plan or inducement award disclosed in the Registration Statement (excluding the exhibits thereto), the Time of Sale Information and the Prospectus and additional inducement awards of up to 200,000 shares of Common Stock, (cC) register with (i) the Commission issuance by the Company of Common Stock upon exercise of a warrant, or the conversion of a security, in each case outstanding on the date hereof and (ii) the issuance of employee stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Rights AgreementStatement (excluding the exhibits thereto), the Time of Sale Information or the Prospectus, (D) the filing by the Company of a registration statement on Form S-8 or a successor form thereto relating to stock option plans described in the Registration Statement (excluding the exhibits thereto), inducement awards granted prior to the date hereof or inducement awards granted in accordance with clause (B)(ii) above, the terms Time of Sale Information or the Registration Rights AgreementProspectus, (E) the filing of a registration statement providing for the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued as required by a contractual agreement granting registration rights in effect on the date hereof or issuable upon the exercise of causing any such Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)registration statement to become effective, and (dF) issue issuances of Common Stock or other securities in connection with a Business Combination; transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration arrangements or intellectual property license agreements), any acquisition of assets or at least a controlling portion of the equity of another entity or the repayment, satisfaction, arrangement or borrowing pursuant to an existing or future credit facility or agreement (provided that (x) the foregoing restrictions aggregate number of shares of Common Stock or securities issued pursuant to this clause (F) shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director exceed 5.0% of the Company (as long as such current or future independent director is subject to total number of outstanding shares of Common Stock immediately following the terms issuance and sale of the Insider Letter with respect to such Founder Shares at Underwritten Securities pursuant hereto and (y) the time holder of such transfer; and as long as, to the extent any Section 16 shares of the Exchange Act reporting obligation is triggered as Common Stock or securities shall sign a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in the Insider Letter for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially Lock-Up Agreement in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not referred to amend the Insider Letter without the written consent of the Representativein Section 3(bb) hereof.

Clear Market. (i) For a period of 180 90 days after the date of the Prospectus, the Company will not, and will cause its directors and officers not to, (i) issue, offer, pledge, deposit, loan, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any Public Units, preferred shares of Common Stock, Founder Shares, Public Warrants the Company (including the Securities) or any securities representing or convertible into or exercisable or exchangeable for any Public Unitssuch securities (including, Common Stockwithout limitation, Founder Shares any common shares of the Company convertible into preferred shares, or Public Warrantssuch other securities which may be deemed to be beneficially owned by the Company or such directors and officers in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to undertake make any of the foregoingissue, offer, sale, pledge, deposit, loan, contract, grant, transfer, disposition or filing, or (ii) enter into any swap or other arrangement agreement that transfers, in whole or in part, any of the economic consequences of associated with ownership of any Public Units, preferred shares of Common Stock, Founder Shares or Public Warrants the Company (including the Securities) or any such other securitiessecurities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Public Units preferred shares of the Company (including the Securities) or such other securities, in cash or otherwise, or (iii) file any registration statement with the Commission under the Securities Act or a similar Brazilian regulatory authority under Brazilian corporate law relating to the offering of any preferred shares (including the Securities) or any security convertible into or exercisable or exchangeable for preferred shares of the Company (including, without limitation, common shares of the Company convertible into preferred shares or such other securities which may be deemed to be beneficially owned by the Company or such directors and officers in accordance with the rules and regulations of the Commission and securities which may be issued upon exercise of a stock option or warrant) without the prior written consent of RBC Capital Marketsthe Representatives, LLC, except, in each case, that other than (1) the Securities to be sold hereunder and under the Brazilian Underwriting Agreement; (2) any preferred shares of the Company may (a) issue and sell the Placement Warrants, (b) issue and sell the Option Units on exercise of the option provided for in Section 2(b) hereof, (c) register with the Commission pursuant issued or to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Common Stock issued or issuable upon the exercise of any such Placement Warrants or warrants issued upon conversion options granted under Company Stock Plans that are in existence as of the working capital loans date hereof and upon conversion described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; (3) the loan of a certain number of preferred shares, in order to allow the stabilization of the Founder Sharespreferred shares; (4) transfers of Securities by the Company’s directors and executive officers of up to 10% of total amount of Securities owned by them (including as a result of the exercise of stock options), and so long as such sales occur no earlier than 30 days from the date hereof or (d5) issue securities in connection with a Business Combination; provided that the foregoing restrictions shall not apply to the forfeiture transfers of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director preferred shares of the Company (including the Securities) by such directors and officers as long as such current a bona fide gift or future independent director is subject gifts, provided that in the case of any transfer pursuant to clause (5), each donee shall execute and deliver to the terms of Representatives a written agreement accepting the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer). If the Representative, in its sole discretion, agrees to release or waive the transfer restrictions set forth in this paragraph as if it were such director or officer; and provided, further, that in the Insider Letter for an officer case of any transfer pursuant to clause (5), no filing by any party (donor or director donee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees 90-day restricted period referred to announce the impending release or waiver by a press release substantially in the form of Exhibit A hereto through a major news service at least two business days before the effective date of the release or waiver. The Company agrees not to amend the Insider Letter without the written consent of the Representativeabove).