Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; (b) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that any of these permitted transferees (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).

Lock-Up Provisions. (a) The Holder Holders hereby agrees agree not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options)to, during the period commencing from First Effective Time the Closing and ending on through (i) with regard to the earlier Parent Warrants (as defined in the BCA), the thirtieth (30) day anniversary date of the Closing (athe “Parent Warrants Lock-Up Period”) six and (6ii) months after with regard to all other Restricted Securities, the First Effective Time or one hundred and eightieth (b180) day anniversary of the date on which of the Closing (together with the Parent completes a liquidationWarrants Lock-Up Period, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Restricted Securities, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i) or (ii), a “Prohibited Transfer”); provided, for the avoidance of doubt, that nothing in this Agreement shall restrict any Holder’s right to cause the Company to file and cause to become effective a registration statement with the Securities and Exchange Commission naming such Holder as a selling securityholder (and to make any required disclosures on Schedule 13D in respect thereof). Any discretionary waiver or termination of Notwithstanding the foregoing, the applicable Lock-Up Period and restrictions set forth in this Section 1 shall not apply to the: (A) transfer of any or all of such agreements the Restricted Securities by the Parent shall apply pro rata to a bona fide gift or charitable contribution; (B) transfer of any or all stockholders of the Restricted Securities to any Permitted Transferee; (C) transfer of any shares of Parent (including Common Stock in connection with a concurrent transfer of common stock in the former stockholders of the Company) that are Company in accordance with, as permitted by and subject to such agreementsthe terms and conditions of this Agreement, based on the number of shares subject to such agreements.BCA and the other agreements entered into in connection with the Closing; or (bD) Notwithstanding establishment of a trading plan pursuant to Rule 10b5-1 under the provisions set forth in Section 1(a)Exchange Act for the transfer of Restricted Securities; provided, Transfers that such plan does not provide for the transfer of Parent Class B Common Stock constituting Restricted Securities during the applicable Lock-Up Period; provided, however, that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; either (bA) in the case of an individualor (B), transfers by gift it shall be a condition to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of transfer that the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent transferee executes and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) delivers to the Parent or any of its Affiliates or upon exercise of Company an agreement stating that the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; transferee is receiving and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, holding the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement applicable to such holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement); provided, howeverfurther, that any in the case of these permitted transferees either (A) or (C) (to the extent such transfer is to a party other than a Permitted Transferee (other than any direct or indirect limited partner of the applicable Holder)), or in the event of a permitted transferee under clauses transfer to any direct or indirect limited partner of a Holder pursuant to clause (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transactionB), in one transaction each case such transfer or distribution shall not involve a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)disposition for value.

Lock-Up Provisions. (a) The Holder hereby Subject to Section 1(b) and the other terms of this Agreement, H▇▇▇▇▇ agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities that are held by the Holder during the period commencing from First Effective Time on the Closing Date and ending on the earlier of (ai) six (6) months 120 days after the First Effective Time Closing Date, or (bii) the date on which the Parent Holdings completes a liquidation, merger, share exchange, reorganization capital stock exchange or other similar transaction that results in all of the Parent’s Holdings’ stockholders having the right to exchange their Parent Class B Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted permitted: (ai) to Holdings, Holdings’ officers or directors or any affiliates Affiliates or immediate family members of the Holder any of Holdings’ officers or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; directors; (bii) in the case of a Holder that is not an individual, transfers to the shareholders, limited partners or members of the Holder; (iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder; (iv) in the case of a Holder that is an individual, by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; ; (cv) in the case of a Holder that is an individual, transfers by virtue of the laws of descent and distribution upon death of the that individual; ; (dvi) in the case of a Holder that is an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement; (evii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a cashless basis or on another basis) to the Parent extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the provisions of this Agreement; (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements; (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period); (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder Transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliatesthat Holder; and and (fxi) in connection with a Transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Common Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (xi), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into any lock-up, voting or similar agreement pursuant agreeing to which be bound by the Holder may agree to transfer, sell, tender or otherwise dispose terms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities or other such securities in connection with such transactionHoldings Common Shares, or vote any those shares received as dividends will also be Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided. The undersigned also agrees and consents to the entry of stop transfer instructions with H▇▇▇▇▇▇’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned's Family Members, howeverif any, that except in compliance with the foregoing restrictions. (c) If any Transfer is made or attempted contrary to the provisions of these this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) may be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP/LEAK-OUT AGREEMENT, DATED FEBRUARY 19, 2025, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED T▇▇▇▇▇▇, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)Restricted Securities.

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Shares until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject applicable Lock-Up Period with respect to such agreements, based on the number of shares subject to such agreementsLock-Up Shares. (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by each Holder or its respective Permitted Transferees may Transfer the Holder are permitted Lock-Up Shares during the Lock-Up Period (ai) to (A) the Company’s or ProKidney’s officers or directors, (B) any affiliates or family members of the Company’s or ProKidney’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders, any affiliates of the Holder Sponsor or the stockholdersSponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, membersor (D) the ProKidney Holders or any direct or indirect partners, partners members or other equity holders of the ProKidney Holders, any affiliates of the ProKidney Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with a pledge of shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, or any other securities convertible into or exercisable or exchangeable for shares of its Affiliates Class A Common Stock, shares of Acquiror Class B Common Stock or upon exercise of the Parent’s or its Affiliates’ right New Company Common Units, to repurchase or reacquire any Parent capital stocka financial institution, including without limitation pursuant the enforcement of any such pledge by a financial institution; (viii) to the equity incentive plans, “early exercise” documents Company or other arrangements ProKidney; (ix) as forfeitures of the Parent or its Affiliates; and (f) shares of Acquiror Common Stock pursuant to a bona fide third-party tender offer for all outstanding “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock or New Company Common Units to satisfy tax withholding requirements upon the Parentvesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction made to which results in all holders of the ParentCompany’s stockholders having the right to exchange their shares of Acquiror Common Stock for cash, securities involving a Change or other property subsequent to the Closing Date; (xii) pursuant to an exchange of Control New Company Common Units for shares of Acquiror Common Stock pursuant to the Exchange Agreement (provided, that any shares of Acquiror Common Stock for which New Company Common Units are exchanged pursuant to this clause (xii) shall continue to be Lock-Up Shares for the duration of the Parent applicable Lock-Up Period); or (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities xiii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fvi)) , such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, the Company and ProKidney may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a stockholder of the restrictions set forth herein Company or equityholder of ProKidney, as applicable, with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole Lock-Up Share equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing; provided that, the foregoing shall not apply be applicable with respect to the exercise a release or waiver of any Parent Options. For purposes Holder that holds less than an aggregate of 100,000 New Company Common Units. (f) The lock-up provisions in this AgreementSection 2 shall supersede the lock-up provisions contained in Sections 7(a) and 7(b) of that certain letter agreement dated as of June 29, “Change 2021 and that certain letter agreement dated as of Control” shall mean the Transfer (whether by tender offerSeptember 24, merger, consolidation or other similar transaction)2021, in one transaction or a series of related transactionseach case by and among the Company, to a person or group of affiliated persons the Sponsor and certain of the ParentCompany’s voting securities ifcurrent and former officers and directors (collectively, after such transfer, such person or group of affiliated persons would hold more than 50% the “Insider Letters”) and which provisions in Sections 7(a) and 7(b) of the outstanding voting securities Insider Letters shall be of the Parent (no further force or the surviving entity)effect.

Lock-Up Provisions. (a) The Holder Holders hereby agrees agree not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options)to, during the period commencing from First Effective Time the Closing and ending on through the earlier one hundred and eightieth (180) day anniversary of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property Closing (the “Lock-Up Period”). Any discretionary waiver , sell, transfer to another or termination otherwise dispose of, in whole or in part, the Restricted Securities, whether any such transaction is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the restrictions foregoing, a “Prohibited Transfer”). The foregoing sentence shall not apply to: (A) the transfer of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder a bona fide gift or the stockholderscharitable contribution, membersby testate or intestate succession, partners or other equity holders of such affiliates, in the case of an entity; (b) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary beneficiaries of which is are exclusively the undersigned and/or a member or members of the individual’s such Holders’ immediate family or an affiliate of such personperson or by operation of law, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers such as pursuant to a qualified domestic relations order; (B) the transfer of any or all of the Restricted Securities to any Permitted Transferee; (C) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Restricted Securities; provided, that such plan does not provide for the transfer of Restricted Securities during the Lock-Up Period; (eD) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) any transfer of the Restricted Securities to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (2) any distributions of HoldCo Common Stock or any security convertible into or exercisable for HoldCo Common Stock to limited partners, limited liability company members or stockholders of the undersigned or to the Parent beneficiary of such trust, or (3) any transfer of the Restricted Securities in connection with a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of its Affiliates or upon exercise control of the Parent’s undersigned, not undertaken for the purpose of avoiding the restrictions imposed by this Agreement; (E) if such Restricted Securities are acquired in open market or its Affiliates’ right private transactions (provided, that this subsection (E) shall not apply where any Section 16(a) filing reporting a reduction in beneficial ownership is required to repurchase be made by HoldCo or reacquire the undersigned, and provided further that no such filing shall be made voluntarily during the Lock-Up Period); (F) any Parent capital stock, including without limitation transfers of the Restricted Securities made by the undersigned to HoldCo to satisfy tax withholding obligations pursuant to the HoldCo’s equity incentive plans, “early exercise” documents plans or other arrangements arrangement to pay the exercise price of any options issued under any such plan or arrangement which expires during the Lock-Up Period; or (G) any transfers of the Parent or its Affiliates; and (f) pursuant to Restricted Securities made in connection with a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation or other similar transaction made to all holders of the Parent’s securities HoldCo Common Stock involving a Change of Control (as defined below) of the Parent (includingHoldCo, without limitationprovided that, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such similar transaction is not completed, the Holders’ Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that in any of these permitted transferees cases (other than A), (B) or (D), it shall be a permitted transferee under clauses (e) and (f)) must enter condition to such transfer that the transferee, if not a Company Stockholder, enters into a written agreement with HoldCo agreeing to be bound by the restrictions herein; provided, further, that in any of cases (A) or (B) such transfer or distribution shall not involve a disposition for value. For the avoidance of doubt doubt, nothing in this Agreement prohibits the restrictions set forth herein shall not apply undersigned from exercising any options or warrants under any existing compensation or incentive plan of HoldCo to purchase HoldCo Common Stock (which exercises may be effected on a cashless basis to the exercise of extent the instruments representing such options or warrants permit exercises on a cashless basis), it being understood that any Parent Options. For purposes HoldCo Common Stock issued upon such exercises will be subject to the terms of this Agreement, “Change of Control” shall mean except to the Transfer (whether extent such securities are withheld by tender offerHoldCo to cover any federal, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)state and local withholding tax obligations.

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted or any of its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (ai) to the Holder’s officers or directors; (ii) to any affiliates Affiliate(s) of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entityHolder; (biii) in respect of (i) or (ii), in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (civ) in respect of (i), (ii) or (iii), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (dv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (egeneral or limited), beneficiaries, members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) to the Parent or any of its Affiliates their Affiliates; (vi) by virtue of any binding law or upon exercise order of a governmental entity or by virtue of the ParentHolder’s organizational documents upon liquidation or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements dissolution of the Parent Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or its Affiliatescollateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); and or (fviii) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parentoffer, merger, consolidation or other similar transaction transaction, in each case made to all holders of the Parent’s securities Pubco Ordinary Shares, involving a Change change of Control of the Parent (including, without limitation, including negotiating and entering into any lock-up, voting or similar an agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of providing for any such transaction) (provided provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder Holder’s shares shall remain subject to the provisions of this AgreementSection 2(b); provided, howeverprovided further, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fvii)) , these Permitted Transferees must enter into a written agreement agreeing to be bound by the restrictions hereinprovisions set forth in Section 2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to [ l ]7 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “First Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional [ l ]8 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) (the “Second Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the Second Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional [ l ]9 Lock-Up Shares (together with any securities paid as dividends or distributions with respect to such Lock-Up Shares) on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) Notwithstanding the foregoing, if at any time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Shares shall cease to apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the Transfer Restriction ceasing to apply in respect of a particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Lock-Up Shares during the Lock-Up Period, including the right to vote, and to receive any Parent Options. For purposes of this Agreementdividends and distributions in respect of, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)any Lock-Up Shares.

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees in favor of PubCo that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Securities until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata Lock-Up Period applicable to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreementsit. (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities that are held by during the Holder are permitted Lock-Up Period (ai) to (A) PubCo’s officers or directors, (B) any affiliates or family members of PubCo’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Holder Sponsor, the SPAC Insiders or the stockholdersany related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, membersor (D) any direct or indirect partners, partners members or other equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personperson or entity, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) the entry, by the Holder, at any time after Closing of the transactions contemplated under the Business Combination Agreement, of any trading plan providing for sale of shares of the Lock-Up Securities by the Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act, provided however that such plan does not provide for, or permit, the sale of any Lock-Up Securities during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) by virtue of the Parent laws of Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor; (viii) in connection with any of its Affiliates bona fide mortgage, encumbrance or upon pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; (x) the exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockstock options, including without limitation through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to the an equity incentive plans, “early exercise” documents or other arrangements plan; (xi) forfeitures of PubCo Ordinary Shares to satisfy tax withholding requirements upon the Parent or its Affiliates; and (f) vesting of equity-based awards granted pursuant to an equity incentive plan; (xii) in connection with (but subject to the completion of) a bona fide third-party tender offer for all outstanding shares of the Parentliquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof or other similar transaction made which results in all of PubCo’s shareholders having the right to all holders of the Parent’s exchange their PubCo Ordinary Shares for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing Date; or (xiii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fvi)) , such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions hereinin this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement shall be null and void ab initio and PubCo shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose. In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period. (d) For the avoidance of doubt the restrictions set forth herein doubt, each Holder shall not apply retain all of its rights as a shareholder of PubCo with respect to the exercise of any Parent Options. For purposes of this AgreementLock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, “Change of Control” shall mean including the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, right to a person or group of affiliated persons of the Parent’s voting securities if, after vote such transfer, Lock-Up Securities that such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)Holders is entitled to vote.

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Securities until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject Lock-Up Period applicable to such agreements, based on the number of shares subject to such agreementsHolder. (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities that are held by during the Holder are permitted Lock-Up Period (ai) to (A) any direct or indirect partners, members or equity holders of the Sponsor, any affiliates of the Holder Sponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the stockholdersCompany Holders or any direct or indirect partners, members, partners members or other equity holders of the Company Holders, any affiliates of the Company Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with a pledge of PubCo Common Shares, or any of its Affiliates other securities convertible into or upon exercise of the Parent’s exercisable or its Affiliates’ right exchangeable for PubCo Common Shares, to repurchase or reacquire any Parent capital stocka financial institution, including without limitation pursuant the enforcement of any such pledge by a financial institution; (viii) to the equity incentive plans, “early exercise” documents or other arrangements Company; (ix) as forfeitures of the Parent or its Affiliates; and (f) PubCo Common Shares pursuant to a bona fide third“net” or “cashless” exercise of stock options; (x) as forfeitures of PubCo Common Shares to satisfy tax withholding requirements upon the vesting of equity-party tender offer for all outstanding shares of the Parentbased awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, consolidation share exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction made to which results in all holders of the ParentCompany’s shareholders having the right to exchange their PubCo Common Shares for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing Date; or (xii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fvi)) , such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a securityholder of the restrictions set forth herein Company with respect to the Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote, as applicable. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder, a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares or Lock-Up Warrants, as applicable, rounded down to the nearest whole Lock-Up Share or Lock-Up Warrant, as applicable equal to the product of (i) the total percentage of Lock-Up Shares or Lock-Up Warrants, as applicable, held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares or Lock-Up Warrants, as applicable, held by the undersigned immediately following the consummation of the Closing; provided that the foregoing shall not apply be applicable with respect to the exercise a release or waiver of any Parent Options. For purposes Holder that holds less than an aggregate of 50,000 PubCo Common Shares or PubCo Warrants. (f) The lock-up provisions in this AgreementSection 2 shall, “Change with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) and 7(b) of Control” shall mean that certain letter agreement dated as of October 21, 2021 by and among the Transfer (whether by tender offerCompany, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons the Sponsor and certain of the ParentCompany’s voting securities if, after current and former officers and directors (the “Prior Agreement”) with respect to such transfer, Holder and such person or group of affiliated persons would hold more than 50% provisions of the outstanding voting securities Prior Agreement shall be of the Parent (no further force or the surviving entity)effect with respect to such Holder.

Lock-Up Provisions. (a) The Holder hereby agrees that [it] / [he] / [she] shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on Restricted Securities until the earlier of (ai) six (6) months 180 days after the First Effective Time completion of the Merger or (bii) subsequent to the Merger, the date on which the Parent Purchaser completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders Purchaser Stockholders having the right to exchange their Parent shares of Purchaser Class B A Common Stock for cash, securities or other property (the “Lock-Up up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder or any of their permitted transferees (that have complied with this Section 1(b)), are permitted (ai) to the Purchaser’s officers, directors, any affiliates or family members of any of the Purchaser’s officers, directors[, any members of the Holder] or any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entityHolder; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ev) to transfers by private sales or transfers made in connection with the Parent or any consummation of its Affiliates or upon exercise a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers by virtue of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements laws of the Parent State of Delaware or its Affiliatesthe Holder’s organizational documents upon dissolution of the Holder; and (fvii) pursuant to a bona fide third-party tender offer for all outstanding shares in the event of the ParentPurchaser’s liquidation, merger, consolidation capital stock exchange, reorganization or other similar transaction made to which results in all holders of the Parent’s Purchaser Stockholders having the right to exchange their shares of Purchaser Class A Common Stock for cash, securities involving a Change of Control or other property subsequent to the completion of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)Merger; provided, however, that any in the case of clauses (i) through (vii), these permitted transferees (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For . (c) As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, Purchaser and one or more businesses; and (ii) “Change of ControlTransfer” shall mean the Transfer (whether by tender offer1) sale of, mergeroffer to sell, consolidation contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any security, (2) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (3) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (1) or the surviving entity(2).

Lock-Up Provisions. (a) The Subject to the exclusions in Section 1(b), each Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon Lock-up Shares until the exercise end of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property Lock-up Period (the “Lock-Up Periodup”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted Holders or their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (ai) to (A) New PubCo’s officers or directors, (B) any affiliates Affiliates or family members of New PubCo’s officers or directors, or (C) the Holder other Holders or the stockholdersany direct or indirect partners, members, partners members or other equity holders of the Holders, any Affiliates of the Holders or any related investment funds or vehicles controlled or managed by such affiliates, in the case of an entitypersons or entities or their respective Affiliates; (bii) in the case of an individual, transfers by bona fide gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate Affiliate of such person, person or to a charitable organizationentity; (ciii) as a bona fide gift or gifts or charitable contribution; (iv) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (dv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (evi) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (vii) to the Parent New PubCo; or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fviii) pursuant to in connection with a bona fide third-party tender offer for all outstanding shares of the Parentliquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the board of directors of New PubCo (the “Board of Directors”) or a duly authorized committee thereof or other similar transaction made which results in all of New PubCo’s stockholders having the right to all holders of the Parent’s exchange their Common Shares for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other property subsequent to the Closing Date. If dividends are declared and payable on the Holder’s Lock-up Shares in Ordinary Shares, such securities dividends will also be Lock-up Shares subject to the terms of Section 1(a) of this Agreement. (c) Notwithstanding the provisions set forth in Section 1(a), if the Lock-up Period, excluding in connection with such transactiona Lock-up Period Early Release, is scheduled to end during a Blackout Period or within five (5) Trading Days prior to a Blackout Period, the Lock-up Period shall end ten (10) Trading Days prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that New PubCo shall announce the date of the expected Blackout-Related Release through a major news service, or vote any Restricted Securities on a Form 6-K, at least two (2) Trading Days in advance of the Blackout-Related Release; and provided further, that the Blackout-Related Release shall not occur unless New PubCo shall have publicly released its earnings results for the quarterly period during which the Closing occurred. (d) Notwithstanding the other provisions set forth in this Section 1, the Board of Directors may, in its sole discretion, determine to waive, amend, or other such securities in favor of repeal the Lock-up obligations set forth herein; provided, that, any such transactionwaiver, amendment or repeal (each, a “Release”) (provided that shall require, in addition to any other vote of the event that members of the Board of Directors required to take such tender offer, merger, consolidation action pursuant to the Governing Documents of New PubCo or other such transaction is not completedapplicable law, the Restricted Securities held affirmative vote of the directors who have been designated by SPAC (the Holder shall remain subject to the provisions of this Agreement“SPAC Designees”); provided, howeverfurther, that that, in the event the SPAC Designees are no longer serving as members of the Board of Directors, and, at such time, with respect to any Lock-up Shares by one or more Holders (such Holder, a “Released Holder”), the Board of these permitted transferees Directors determines to waive, amend, or repeal the Lock-up obligations set forth herein pursuant to this Section 1(d), then the Applicable Percentage of the Lock-up Shares (other than a permitted transferee under clauses solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) held by the SPAC Sponsor on the date of such waiver, amendment or repeal shall be immediately and fully waived, amended or released, as applicable, in each case, on the same terms from the applicable Lock-up (solely for the purposes of this proviso, as such term is defined in the Sponsor Support Agreement) obligations set forth in the Sponsor Support Agreement. (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, Section 1: (i) the term “Change of ControlAffiliate” shall mean has the Transfer (whether by tender offer, merger, consolidation or other similar transaction), meaning ascribed to such term in one transaction or a series of related transactions, to a person or group of affiliated persons of Rule 12b-2 promulgated under the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).Exchange Act;

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a2(b), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted or any of its Permitted Transferees may Transfer any or all of the Lock-Up Shares during the Lock-Up Period: (ai) to the Holder’s officers or directors; (ii) to any affiliates Affiliate(s) of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entityHolder; (biii) in respect of (i) or (ii), in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, Immediate Family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or an affiliate of such person, Immediate Family or to a charitable organization; (civ) in respect of (i), (ii) or (iii), in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualsuch individual or pursuant to operation of law pursuant to a qualified domestic order or in connection with a divorce settlement; (dv) in the case of an individuala Holder (or any Permitted Transferee) that is a corporation, transfers pursuant partnership, limited liability company, trust or other business entity, to a qualified domestic relations order; any partners (egeneral or limited), beneficiaries, members, managers, shareholders or holders of similar equity interests in the Holder (or, in each case, its nominee or custodian) to the Parent or any of its Affiliates their Affiliates; (vi) by virtue of any binding law or upon exercise order of a governmental entity or by virtue of the ParentHolder’s organizational documents upon liquidation or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements dissolution of the Parent Holder; (vii) for the purposes of granting a pledge(s) of Lock-Up Shares as security or its Affiliatescollateral in connection with any borrowing or the incurrence of any indebtedness by the Holder (provided such borrowing or incurrence of indebtedness is secured by a portfolio of assets or equity interests issued by multiple issuers); and or (fviii) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parentoffer, merger, consolidation or other similar transaction transaction, in each case made to all holders of the Parent’s securities Pubco Ordinary Shares, involving a Change change of Control of the Parent (including, without limitation, including negotiating and entering into any lock-up, voting or similar an agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of providing for any such transaction) (provided provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder Holder’s shares shall remain subject to the provisions of this AgreementSection 2(b). (b) The Holder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) the Transfer Restriction shall expire with respect to ten percent (10%) of the Lock-Up Shares (the “First Tranche”) on the date hereof (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after such date); (ii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Second Tranche”) on the date that is one (1) year after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche and the Second Tranche after such date); (iii) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares (the “Third Tranche”) on the date that is two (2) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche, the Second Tranche and the Third Tranche after such date); providedand (iv) the Transfer Restriction shall expire with respect to an additional thirty percent (30%) of the Lock-Up Shares on the date that is three (3) years after the Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to any Lock-Up Shares after such date). (c) Notwithstanding the foregoing, howeverif at any time the closing price of the Pubco Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share capital subdivisions, mergers, consolidations, dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period that commences at least two (2) years after the Closing Date, then the Transfer Restrictions with respect to all Lock-Up Shares shall cease to apply. (d) During the Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [l], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” Promptly upon the Transfer Restriction ceasing to apply in respect of these permitted transferees (other than a permitted transferee under clauses particular tranche of Lock-Up Shares in accordance with Section 2(b), Pubco shall take all reasonable steps required to remove such legend from the certificates evidencing the relevant Lock-Up Shares, including issuing new share certificates in respect of the relevant Lock-Up Shares. (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Lock-Up Shares during the Lock-Up Period, including the right to vote, and to receive any Parent Options. For purposes of this Agreementdividends and distributions in respect of, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)any Lock-Up Shares.

Lock-Up Provisions. (a) The Each Lock‑Up Holder hereby agrees that it, he or she shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on until the earlier of (ai) six (6) months after the First Effective Time or (bii) the date on which the Parent Company completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the ParentCompany’s stockholders having the right to exchange their Parent Class B shares of Common Stock for cash, securities or other property (the “Lock-Up Common Stock Lock‑Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a10(a), Transfers of Parent Class B shares of Common Stock constituting (collectively, “Restricted Securities Securities”) that are held by the Holder Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (ai) to the Company’s officers or directors, any affiliates affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or the stockholders, members, partners or other equity holders any member of such affiliates, in the case of an entityLock‑Up Holder; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, individual or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (ev) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to the Parent its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any of corporation, partnership or other entity that is its Affiliates or upon exercise affiliate, (vi) by virtue of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements laws of the Parent State of Delaware or its Affiliatesa Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parentprovided, mergerhowever, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (includingthat, without limitationin each case, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in Permitted Transferees must enter into a written agreement with the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held Company agreeing to be bound by the Holder shall remain subject transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c); provided, howeverthe Company may impose stop‑transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period, that each certificate or book‑entry position evidencing any of these permitted transferees (Restricted Securities held by a Lock‑Up Holder shall be marked with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP AGREEMENT, DATED AS OF [●], 2022, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the restrictions set forth herein shall not apply Company with respect to the exercise Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of any Parent Options. For purposes of this Agreementthe applicable Lock‑Up Period and (ii) cause its legal counsel, “Change of Control” shall mean at the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactionsCompany’s expense, to a person or group of affiliated persons of deliver the Parent’s voting securities ifnecessary legal opinions, after such transferif any, such person or group of affiliated persons would hold more than 50% of to the outstanding voting securities of the Parent (or the surviving entity)transfer agent.

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock Ordinary Shares (including Parent Class B Common Stock Ordinary Shares issued or issuable upon the exercise or conversion of the Parent OptionsOptions or Warrants), Options and Warrants that are held by the Holder during the period commencing from First Effective Time the Second Closing and ending on the earlier of (a) six one (61) months year after the First Effective Time or Second Closing Date, (b) a date subsequent to the Second Closing Date, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and (c) a date after the Second Closing Date on which the Parent Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the ParentPubco’s stockholders shareholders having the right to exchange their Parent Class B Common Stock Ordinary Shares for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities the Ordinary Shares (including Ordinary Shares issued or issuable upon the exercise or conversion of the Options or Warrants), Options and Warrants that are held by the Holder (that have complied with this Section 1(b)), are permitted (ai) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entityHolder; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) to the extent Holder or Holder’s advisors reasonably believe are relevant to cover any direct or indirect tax obligations that may accrue to the Holder or the Holder’s direct or indirect owners relating to the Transactions or the Shares (and, for the avoidance of doubt, Holder shall be provided a reasonable amount of discretion in making this assessment and not be required to provide any evidence of such reasonable belief prior to effecting any such Transfer in reliance on this subclause (iv) and, if the other parties hereto challenge Holder’s reliance on this subclause (iv), such other parties will have to challenge the Transfer within two weeks of becoming aware of the Transfer and must demonstrate that the Holder acted in bad faith in determining that such Transfer is permitted by this subclause (iv)); and (v) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that any of these permitted transferees (other than a permitted transferee under clauses (e) and (ftransferees in respect of Section 1(b)(iv)) must enter into a written agreement agreeing to be bound by the restrictions herein. (c) The Holder further acknowledges and agrees that it shall not be permitted to conduct any Transfer (including those Transfers permitted under Section 1(b)) with respect to any Escrow Shares until both the Lock-Up Period has expired and such Escrow Shares have been disbursed to such Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement. (d) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period or the release of the Escrow Shares, as applicable. (e) During the Lock-Up Period (and with respect to any Escrow Shares, if longer, during the period when such Escrow Shares are held in the Escrow Account), each book entry evidencing any Restricted Securities shall include appropriate restrictions to reflect the fact that the Restricted Securities are subject to the restrictions on Transfer set forth in this Agreement. (f) For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise Restricted Securities during the Lock-Up Period and until the release of the Escrow Shares, as applicable, including the right to vote any Parent Options. Restricted Securities. (g) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Securities until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject Lock-Up Period applicable to such agreements, based on the number of shares subject to such agreementsHolder. (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted each Holder or its respective Permitted Transferees may Transfer the Lock-Up Securities that are held by during the Holder are permitted Lock-Up Period (ai) to (A) any direct or indirect partners, members or equity holders of the Sponsor, any affiliates of the Holder Sponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates or (B) the stockholdersCompany Holders or any direct or indirect partners, members, partners members or other equity holders of the Company Holders, any affiliates of the Company Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent Company; (vii) in connection with a liquidation, merger, share exchange, reorganization, tender offer approved by the board of directors of the Company (the “Company Board”) or a duly authorized committee thereof or other similar transaction which results in all of the Company’s shareholders having the right to exchange their PubCo Common Shares for cash, securities or other property subsequent to the Closing Date; (viii) in connection with any legal, regulatory or other order; or (ix) in the case of a Company Holder, to support LG Parent’s or any of its Affiliates or upon exercise of the Parent’s or its Affiliatessubsidiaries’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)credit obligations; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fiv)) , such Permitted Transferees must enter into a written agreement agreeing duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by any Holder under the Exchange Act or other public announcement shall be bound made (including voluntarily) in connection with such Transfer except as otherwise compelled or required to comply with applicable law or legal process or any request by a Governmental Entity or the restrictions herein. rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 2(b) shall not involve a disposition for value. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities until the end of the Lock-Up Period; provided that such instructions permit the transfers contemplated by clause (b) above. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a securityholder of the restrictions set forth Company with respect to the Lock-Up Securities during the Lock-Up Period, including the right to vote any Lock-Up Security that such Holder is entitled to vote, as applicable. (e) Notwithstanding anything in this Agreement to the contrary, the Company Board shall be entitled to release any Holder from any or all of its obligations hereunder on behalf of the Company; provided, however, that if one Holder is released, the other Holders shall also be similarly released to the same relative extent as the released Holder. (f) The lock-up provisions in this Section 2 shall, with respect to any Holder, supersede the lock-up provisions contained in Sections 7(a) of that certain letter agreement, dated as of January 5, 2022, by and among SEAC, the Sponsor and SEAC’s officers and directors (the “Prior Agreement”) with respect to such Holder and such provision of the Prior Agreement shall be of no further force or effect with respect to such Holder. (g) For the avoidance of doubt, nothing herein shall prohibit or restrict a spin-off, separation, distribution or similar transaction that results in the equity holders of Lions Gate Entertainment Corp. (“LGEC”) receiving equity interests in the Company or its successor, including by way of a transfer of Lock-Up Securities to an entity that will become an independent, separately traded public company from LGEC (provided, that, such transaction shall not apply be completed prior to the exercise date of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons effectiveness of the Parent’s voting securities ifRegistration Statement (as defined in the Subscription Agreements entered into by the Company and SEAC with certain institutional accredited investors on December 22, after 2023) unless such transfer, such person or group transaction would otherwise result in the exchange of affiliated persons would hold more than 50% Subscriber Shares (as defined in the Subscription Agreements) for an equivalent number of the outstanding voting freely-tradeable equity securities of the Parent (or the surviving entity)) .

Lock-Up Provisions. (a) The Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Pubco Ordinary Shares that are held by the Holder during the period commencing from First Effective Time and ending on the Share Acquisition Closing until the earlier to occur of (a) six (6) months after the First Effective Time or (bi) the date on which the Parent completes a liquidation, mergerclosing price of the Pubco Ordinary Shares during such period exceeds Twelve Dollars Fifty Cents ($12.50) per share (as adjusted for share splits, share exchangedividends, reorganization or other similar transaction that results in all of reorganizations and recapitalizations) for any twenty (20) trading days during a thirty (30) consecutive trading day period and (ii) eighteen (18) months after the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property Share Acquisition Closing (the “Lock-Up up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities the Pubco Ordinary Shares that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to Pubco’s officers or directors, any affiliates Affiliates or immediate family members of any of Pubco’s officers or directors, any members of the Holder Holder, or any Affiliates of the stockholdersHolder, members(ii) to shareholders or limited partners of the Holder, partners or other equity holders of such affiliatesor, in the case of an entity; a Holder which is a limited liability partnership, its members, (biii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (civ) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (dv) in the case of an individual, transfers pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement, (vi) to (A) any UK Government departments, including their executive agencies, other subsidiary bodies and other parts of UK Government; (eB) companies wholly or partly owned by UK Government departments and their subsidiaries; (C) non-departmental public bodies, other public bodies, public corporations and their subsidiary bodies sponsored by UK Government departments; and/or (D) any successors to any of the entities set out in (A), (B) and (C) above or any new bodies which fall within the same criteria (vii) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (viii) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (ix) to satisfy tax withholding obligations pursuant to the Parent Holder’s equity incentive plans or arrangements, (x) in connection with any of its Affiliates bona fide mortgage, pledge or upon exercise of the Parent’s encumbrance to a financial institution in connection with any bona fide loan or its Affiliates’ right debt transaction or enforcement thereunder, including foreclosure thereof, (xi) by a Holder to repurchase or reacquire any Parent capital stock, entity including without limitation pursuant any fund, partnership, company or investment trust to whom the equity incentive plansHolder transfers interests in one or more of its portfolio of investments, “early exercise” documents or other arrangements any successor entity following a restructuring transaction of the Parent or its Affiliates; that Holder and (fxii) in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation or other similar transaction made to all holders Holders of Pubco Ordinary Shares involving a change of control of Pubco, provided, that in clauses (i) through (xi), the transferee must enter into a written agreement in substantially the form of this Agreement, agreeing to be bound by the terms of the Parent’s securities involving a Change of Control of Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the Parent Lock-up Period. (including, without limitation, entering into c) If any lock-up, voting Transfer is made or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Pubco shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER 3, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Holder hereby Subject to Section 1(b) and the other terms of this Agreement, ▇▇▇▇▇▇ agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities that are held by the Holder during the period commencing from First Effective Time and ending on the earlier of (ai) six (6) months one year after the First Effective Time Closing Date or (bii) subsequent to the Closing Date, (x) if the last reported sale price of the Holdings Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one hundred fifty (150) days after the Merger Closing Date or (y) the date on which the Parent Holdings completes a liquidation, merger, share exchange, reorganization capital stock exchange or other similar transaction that results in all of the Parent’s Holdings’ stockholders having the right to exchange their Parent Class B Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to any affiliates in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the stockholdersHolder, members, partners any Affiliates of the Holder or other equity holders any employees of such affiliatesAffiliates, (ii) limited partners of the Holder or, in the case of an entity; a Holder which is a limited liability partnership, its member, (biii) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (iv) in connection with the exercise any options, warrants or other convertible securities to purchase Holdings Common Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement, (v) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (vii) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of that Holder, (viii) in connection with a transfer pursuant to a bona fide third party tender offer, merger, consolidation, liquidation, share exchange or other similar transaction made to all holders of Holdings Common Shares involving a change of control of Holdings or which results in all of the holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction, (ix) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or to a trust, the beneficiary (or beneficiaries) of which is a member of one of the individual’s immediate family, an affiliate Affiliate of such person, person or to a charitable organization; , (cx) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; individual and (dxi) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent order or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transactiona divorce settlement; provided, or vote any that in each of clauses (i) through (xi), the transferee must enter into a written agreement in substantially the same form of this Agreement, agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities or other in Holdings Common Shares, such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the dividends will also be Restricted Securities held by subject to the Holder shall remain subject applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Holdings shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the applicable Lock-Up Period. (d) During the applicable Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the applicable Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).

Lock-Up Provisions. (a) The Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Pubco Ordinary Shares that are held by the Holder during the period commencing from First Effective Time and ending on the Share Acquisition Closing until the earlier to occur of (ai) six one (61) months year after the First Effective Time Share Acquisition Closing, (ii) one-hundred and fifty (150) days after the Share Acquisition Closing, if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars (b$12.00) per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period and (iii) a date after the date Share Acquisition Closing on which the Parent completes Pubco consummates a subsequent liquidation, merger, share exchange, reorganization exchange or other similar transaction that which results in all of the ParentPubco’s stockholders shareholders having the right to exchange their Parent Class B Common Stock Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities the Pubco Ordinary Shares that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to Pubco’s officers or directors, any affiliates Affiliates or immediate family members of any of Pubco’s officers or directors, any members of the Holder Holder, or any Affiliates of the stockholdersHolder, members, partners or other equity holders of such affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (ciii) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (ev) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the Parent or any equity interests in the Holder upon dissolution of its Affiliates or upon the Holder, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the Parent’s extent the instruments representing such options or its Affiliates’ right warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to repurchase or reacquire any Parent capital stockthe Lock-Up Period, including without limitation (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plansplans or arrangements, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fviii) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transactionany bona fide mortgage, pledge or vote encumbrance to a financial institution in connection with any Restricted Securities bona fide loan or other such securities in favor of any such transaction) (provided debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completedclauses (i) through (iv), the Restricted Securities held transferee must enter into a written agreement in substantially the form of this Agreement, agreeing to be bound by the Holder shall remain terms of the Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the Lock-up Period. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Pubco shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JANUARY [●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Holder hereby agrees not Notwithstanding the provisions set forth in Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-Up Shares during, as applicable, the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares (i) to Transfer TLGY’s officers or directors, (ii) to any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise Affiliates of the Parent OptionsStockholder; (iii) in respect of (i) or (ii), during in the period commencing from First Effective Time and ending on case of an individual, by gift to a member of such individual’s immediate family or to a trust, the earlier beneficiary of which is the Stockholder, a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (ai), (ii) six or (6iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) months after by virtue of the First Effective Time laws of the State of Delaware or the Stockholder limited partnership agreement upon dissolution of the Stockholder, in each case, subject to any such transferee signing a joinder hereto agreeing to be bound by all provisions hereof to the same extent as the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable (the “Transfer Restriction”), except that, on the date on which the Parent post-merger TLGY completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the Parent’s post-merger TLGY stockholders having the right to exchange their Parent Class B Common Stock shares for cash, securities or other property (property, the “Transfer Restriction will terminate with respect to all Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreementsShares. (bc) Notwithstanding the provisions set forth The per share stock prices referenced in Section 1(a), Transfers this Agreement will be equitably adjusted on account of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, changes in the case equity securities of an entity; (b) in the case TLGY by way of an individualstock split, transfers by gift to such Holder’s spouse (includingstock dividend, without limitation, any domestic partner combination or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personreclassification, or to a charitable organization; (c) in the case of an individualthrough merger, transfers consolidation, reorganization, recapitalization or business combination, or by virtue of laws of descent and distribution upon death of the individual; any other means. (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent If any Transfer is made or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and TLGY shall refuse to recognize any such transferee of these permitted transferees the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 2, TLGY may impose stop-transfer instructions with respect to the Lock-Up Shares (other than a permitted transferee under clauses and any Permitted Transferees and assigns thereof) until the end of the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable. (e) and During the Lock-Up Period for the Closing Shares or the Lock-Up Period for the Conditional Shares, as applicable, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ● ], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Stockholder shall not apply retain all of its rights as a shareholder of TLGY with respect to the exercise of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean Lock-Up Shares during the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of Lock-Up Period for the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (Closing Shares or the surviving entity)Lock-Up Period for the Conditional Shares, as applicable, including the right to vote any Lock-Up Shares.

Lock-Up Provisions. (a) The Holder hereby agrees not Notwithstanding the provisions set forth in Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period to Transfer (i) to Acquiror’s officers or directors, (ii) to any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise Affiliates of the Parent OptionsStockholder; (iii) in respect of (i) or (ii), during in the period commencing from First Effective Time and ending on case of an individual, by gift to a member of such individual’s immediate family or to a trust, the earlier beneficiary of which is a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (ai), (ii) six or (6iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) months after by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, (vi) in response to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to or with all holders of Acquiror’s capital stock involving a change of control of Acquiror that has been approved by the First Effective Time board of directors of Acquiror; or (vii) by virtue of the laws of the State of Delaware or the Stockholder’s governance agreements upon dissolution of the Stockholder. (b) The Stockholder hereby agrees that it shall not, and shall cause any of its Permitted Transferees not to, Transfer any Lock-Up Shares during the Lock-Up Period (the “Transfer Restriction”), except in accordance with the following: (i) during the Lock-Up Period, the Transfer Restriction shall expire with respect to one-hundred percent (100%) of the Lock-Up Shares, upon the occurrence of the date on which the Parent last reported sale price of the Acquiror Common Stock equals or exceeds $5.00 per share for any twenty (20) trading days within any thirty (30) trading day period; (ii) on the date on which post-merger Acquiror completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the Parentpost-merger Acquiror’s stockholders having the right to exchange their Parent Class B Common Stock shares for cash, securities or other property property, the Transfer Restriction will terminate with respect to all Lock-Up Shares; and (iii) at the “conclusion of the Lock-Up Period”). Any discretionary waiver , the Transfer Restriction shall expire with respect to any Lock-Up Shares held by or termination of the restrictions of any or all of such agreements subsequently acquired by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreementsStockholder. (bc) Notwithstanding the provisions set forth The per share stock prices referenced in Section 1(a), Transfers this Agreement will be equitably adjusted on account of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, changes in the case equity securities of an entity; (b) in the case Acquiror by way of an individualstock split, transfers by gift to such Holder’s spouse (includingstock dividend, without limitation, any domestic partner combination or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personreclassification, or to a charitable organization; (c) in the case of an individualthrough merger, transfers consolidation, reorganization, recapitalization or business combination, or by virtue of laws of descent and distribution upon death of the individual; any other means. (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent If any Transfer is made or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Acquiror shall refuse to recognize any such transferee of these the Lock-Up Shares as one of its equity holders for any purpose. In order to enforce this Section 1, Acquiror may impose stop-transfer instructions with respect to the Lock-Up Shares (and any permitted transferees (other than a permitted transferee under clauses and assigns thereof) until the end of Lock-Up Period, as applicable. (e) and During the applicable Lock-Up Period, each certificate (if any are issued) evidencing any Lock-Up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 11,, 2025, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Stockholder shall not apply retain all of its rights as a stockholder of Acquiror with respect to the exercise of Lock-Up Shares during the Lock-Up Period, including the right to vote any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)Lock-Up Shares.

Lock-Up Provisions. (a) The Subject to Section 1(b) and the other terms of this Agreement, each Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities during the period commencing from First Effective Time on the Closing Date and ending on the earlier date that is the earliest of (ax) six (6) months after the First Effective Time or Closing, (by) the first trading day following the date on which the Parent last reported sale price of Holdings Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30 trading-day period commencing 30 days following the Closing and (z) the date following the Closing on which Holdings completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the Parent’s its stockholders having the right to exchange their Parent Class B Common Stock shares of common stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by any of the Holder Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; (bi) in the case of an individualany Holder or its permitted transferees, transfers to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, (ii) by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (ciii) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; , (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (ev) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the Parent extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any of its Affiliates bona fide loan or upon exercise of the Parent’s debt transaction or its Affiliates’ right to repurchase or reacquire any Parent capital stockenforcement thereunder, including without limitation pursuant foreclosure thereof, (vii) to the equity incentive plans, “early exercise” documents extent required by any legal or other arrangements of the Parent or its Affiliates; regulatory order and (fviii) in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Ordinary Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (viii), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on any lock-upHolder’s Restricted Securities, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of any of these the Holders (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate and book entry position evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED ▇▇▇▇▇▇▇. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein any doubt, each Holder shall not apply retain all of his or her rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Subsequent Merger Effective Time and ending on the earlier of (a) six (6) months after the First Subsequent Merger Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder are permitted (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entityHolder; (b) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that any of these permitted transferees (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).

Lock-Up Provisions. (a) The Holder hereby Subject to Section 1(b) and the other terms of this Agreement, ▇▇▇▇▇▇ agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities that are held by the Holder during the period commencing from First Effective Time and ending on the earlier of Share Acquisition Closing Date until the date that is one hundred eighty (a180) six (6) months days after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property Share Acquisition Closing Date (the “Lock-Up Period”). Any discretionary waiver ; [provided, that, the Holder shall be permitted at any time to Transfer or termination sell a number of Restricted Securities solely to the restrictions extent that the proceeds from such sale shall be used to satisfy the Holder’s tax obligations in respect of (i) Holding Ordinary Shares received by the Holder, (ii) the exercise of any Company Options or all settlement of such agreements any Company RSUs, including the payment or reimbursement of any exercise or call price related thereto and the payment or reimbursement of any tax obligations related thereto or (iii) the other Transactions contemplated by the Parent shall apply pro rata to all stockholders of the Parent Business Combination Agreement (including the former stockholders of the Company) that are subject Sections 2.4 and 2.5 thereof)]1. 1 Note to such agreements, based on the number of shares subject Form: Exception to such agreementsbe included only for certain Key Company Shareholders. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to any affiliates in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the stockholdersHolder, membersor any Affiliates of the Holder, (ii) to shareholders or limited partners or other equity holders of such affiliatesthe Holder, or, in the case of an entity; a Holder which is a limited liability partnership, its members, (biii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (civ) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; , (dv) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (evi) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the Parent extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of its Affiliates that Holder, (xi) [upon the occurrence of a Compliance Event, in which case, the Holder shall at any time be entitled to Transfer all or upon exercise a portion of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stocktheir Restricted Securities]2, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and [(f) xii)] in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Ordinary Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (xi[i]), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into any lock-up, voting or similar agreement pursuant agreeing to which be bound by the Holder may agree to transfer, sell, tender or otherwise dispose terms of Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities or other in Holdings Ordinary Shares, such securities in connection with such transaction, or vote any dividends will also be Restricted Securities subject to the terms of Section 1(a) of this Agreement. (c) If any Transfer is made or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Holdings shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)Restricted Securities.

Lock-Up Provisions. (a) The Holder hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options)to, during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination ) commencing from the Closing and ending six (6) months after the date of the Closing: (A) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or enter into any agreement to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with any respect to, any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (C) publicly announce any intention to effect any transaction specified in clause (A) or (B), (any of the foregoing described in clauses (A) and (B), a “Prohibited Transfer”). (b) The restrictions set forth in Section 1(a) shall not apply to the transfer of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held owned by Holder (i) by gift, will or intestate succession upon the Holder are permitted death of ▇▇▇▇▇▇, (aii) to any affiliates Permitted Transferee (as defined below), (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the Holder or the stockholders, members, partners or other equity holders dissolution of such affiliates, in the case of an entity; (b) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (civ) in connection with the case exercise of an individualany options, transfers by virtue of laws of descent and distribution upon death of warrants or other convertible securities to purchase SPAC Common Stock (which exercises may be effected on a cashless basis to the individual; (d) in extent the case of an individual, transfers pursuant to instruments representing such options or warrants permit exercises on a qualified domestic relations order; (ecashless basis) to the Parent extent that any SPAC Common Stock issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (v) to the extent required by any legal or regulatory order, and (vi) to any corporations, partnerships, limited liability companies, investment funds or vehicles or other business entities controlled or managed by the Holder or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockaffiliates; provided, including without limitation pursuant to the equity incentive planshowever, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in any of cases (i) through (vi) it shall be a condition to such transfer that the event transferee executes and delivers to SPAC an agreement stating that such tender offer, merger, consolidation or other such transaction the transferee is not completed, receiving and holding the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement); provided. (c) As used in this Agreement, however, that any the term “Permitted Transferee” shall mean: (i) the members of these permitted transferees ▇▇▇▇▇▇’s immediate family (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For for purposes of this Agreement, “Change of Controlimmediate family” shall mean with respect to any natural person, any of the Transfer following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (whether by tender offer, merger, consolidation including adopted and step children and parents) of such person and his or other similar transactionher spouses and siblings), (ii) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (iii) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (iv) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in one transaction Holder, (v) a nominee or a series custodian of related transactions, to a person to whom a transfer can be made under Section 1(b), and (vi) any affiliate of Holder. ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by SPAC that are consistent with the foregoing or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)that are necessary to give further effect thereto.

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Shares until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject applicable Lock-Up Period with respect to such agreements, based on the number of shares subject to such agreements.Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by each Holder or its respective Permitted Transferees may Transfer the Holder are permitted Lock-Up Shares during the Lock-Up Period (ai) to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the SoFi Holders or any direct or indirect partners, members or equity holders of the SoFi Holders, any affiliates of the Holder SoFi Holders or the stockholders, members, partners any related investment funds or other equity holders of vehicles controlled or managed by such persons or entities or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personperson or entity, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equity holders of such Holder by virtue of the Sponsor’s certificate of incorporation or bylaws, as amended; (vii) in connection with any of its Affiliates bona fide mortgage, encumbrance or upon pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) the exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockstock options, including without limitation through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to the an equity incentive plans, “early exercise” documents or other arrangements plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the Parent or its Affiliates; and (f) vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a bona fide third-party tender offer for all outstanding shares of the Parentliquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction made to which results in all holders of the ParentCompany’s stockholders having the right to exchange their shares Common Stock for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing Date; or (xii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (f)vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a stockholder of the restrictions set forth herein shall not apply Company with respect to the exercise Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of any Parent Options. For purposes the Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing. (f) The lock-up provisions in this AgreementSection 2 shall supersede the lock-up provisions contained in Section 7(a) of the certain letter agreement, dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s current and former officers and directors (the “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transactionInsider Letter”), which provision in one transaction or a series of related transactions, to a person or group of affiliated persons Section 7(a) of the Parent’s voting securities if, after such transfer, such person Insider Letter shall be of no further force or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)effect.

Lock-Up Provisions. (a) The Holder Sponsor hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), its Restricted Securities during the period (the “Lock-up Period”) commencing from First Effective Time the Closing and ending on the earlier of following: (ai) six with respect to Restricted Securities which are Founder Shares, on the earliest of: (6A) months the Release Date, (B) the date after the First Effective Time or occurrence of a Change of Control, and (bC) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all closing sale price of the Parent’s stockholders having Pubco Ordinary Shares has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the right Closing; and (ii) with respect to exchange their Parent Class B Common Stock for cashRestricted Securities which are Private Placement Securities, securities or other property on the Release Date. (b) The foregoing Section 7(a) shall not apply to the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions Transfer of any or all of such agreements the Restricted Securities owned by the Parent shall apply pro rata Sponsor (i) to all stockholders Pubco’s officers or directors, any affiliates or family members of any of Pubco’s officers or directors, any members of the Parent (including the former stockholders of the Company) that are subject to such agreementsSponsor, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by the Holder are permitted (a) to or any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entitySponsor; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ev) to by private sales made in connection with the Parent or any consummation of its Affiliates or upon exercise a Change of Control at prices no greater than the price at which the securities were originally purchased; (vi) by virtue of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements laws of the Parent Cayman Islands or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares the Sponsor’s limited liability company agreement upon dissolution of the ParentSponsor; (vii) in the event of Pubco’s liquidation, merger, consolidation share exchange, reorganization or other similar transaction made which results in all of Pubco’s shareholders having the right to all holders of the Parent’s exchange their Pubco Ordinary Shares for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing; and (h) which were acquired in connection with such transactionthe PIPE Investment or in open market transactions after the Closing; provided, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided however, that in the event case of clauses (a) through (e), it shall be a condition to such Transfer that such tender offer, merger, consolidation the transferee executes and delivers to Pubco or other such transaction the Company an agreement stating that the transferee is not completed, receiving and holding the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement applicable to Sponsor, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement); provided, however, that any of these permitted transferees . (other than a permitted transferee under clauses (ec) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes As used for purpose of this AgreementSection 7, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).term:

Lock-Up Provisions. (a) The Each Lock‑Up Holder hereby agrees that it, he or she shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on until the earlier of (ai) six (6) months after the First Effective Time or (bii) the date on which the Parent Company completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the ParentCompany’s stockholders having the right to exchange their Parent Class B shares of Common Stock for cash, securities or other property (the “Lock-Up Common Stock Lock‑Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a10(a), Transfers of Parent Class B shares of Common Stock constituting (collectively, “Restricted Securities Securities”) that are held by the Holder Lock‑Up Holders or any of their Permitted Transferees (that have complied with this Section 10), are permitted (ai) to the Company’s officers or directors, any affiliates affiliate or family member of any of the Company’s officers or directors, any affiliate of such Lock‑Up Holder or the stockholders, members, partners or other equity holders any member of such affiliates, in the case of an entityLock‑Up Holder; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, individual or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; or (ev) in the case of a corporation, limited liability company, partnership, trust or other entity, transfers to the Parent its stockholders, members, partners or trust beneficiaries as part of a distribution, or to any of corporation, partnership or other entity that is its Affiliates or upon exercise affiliate, (vi) by virtue of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements laws of the Parent State of Delaware or its Affiliatesa Lock‑Up Holder’s organizational documents upon dissolution of such Lock‑Up Holder (each such transferee, a “Permitted Transferee”); and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parentprovided, mergerhowever, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (includingthat, without limitationin each case, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in Permitted Transferees must enter into a written agreement with the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held Company agreeing to be bound by the Holder shall remain subject transfer restrictions herein in this Section 10(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 10 is made or attempted contrary to the provisions of this Agreement, such purported prohibited Transfer shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee as one of its equity holders for any purpose. In order to enforce this Section 10(c); provided, howeverthe Company may impose stop‑transfer instructions with respect to the Restricted Securities of a Holder (and Permitted Transferees and assigns thereof) until the end of the applicable Lock‑Up Period. (d) During the Lock‑Up Period, that each certificate or book‑entry position evidencing any of these permitted transferees (Restricted Securities held by a Lock‑Up Holder shall be marked with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A REGISTRATION RIGHTS AND LOCK‑UP AGREEMENT, DATED AS OF JANUARY 31, 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE REGISTERED HOLDER OF THE SHARES. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt doubt, each Lock‑Up Holder shall retain all of its rights as a stockholder of the restrictions set forth herein shall not apply Company with respect to the exercise Restricted Securities it holds during the Lock‑Up Period, including the right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the legends in Section 10(d) upon the expiration of any Parent Options. For purposes of this Agreementthe applicable Lock‑Up Period and (ii) cause its legal counsel, “Change of Control” shall mean at the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactionsCompany’s expense, to a person or group of affiliated persons of deliver the Parent’s voting securities ifnecessary legal opinions, after such transferif any, such person or group of affiliated persons would hold more than 50% of to the outstanding voting securities of the Parent (or the surviving entity)transfer agent.

Lock-Up Provisions. (a) The Holder hereby Subject to Section 1(b) and the other terms of this Agreement, H▇▇▇▇▇ agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities that are held by the Holder during the period commencing from First Effective Time on the Closing Date and ending on the earlier of (ai) six (6) months 120 days after the First Effective Time Closing Date, or (bii) the date on which the Parent Holdings completes a liquidation, merger, share exchange, reorganization capital stock exchange or other similar transaction that results in all of the Parent’s Holdings’ stockholders having the right to exchange their Parent Class B Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted permitted: (ai) to Holdings, Holdings’ officers or directors or any affiliates Affiliates or immediate family members of the Holder any of Holdings’ officers or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; directors; (bii) in the case of a Holder that is not an individual, transfers to the shareholders, limited partners or members of the Holder; (iii) in the case of a Holder that is not an individual, by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder; (iv) in the case of a Holder that is an individual, by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; ; (cv) in the case of a Holder that is an individual, transfers by virtue of the laws of descent and distribution upon death of the that individual; ; (dvi) in the case of a Holder that is an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement; (evii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (whether on a cashless basis or on another basis) to the Parent extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to the provisions of this Agreement; (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements; (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof (provided, that neither the Holder nor the transferee shall be required to disclose such arrangement in a public filing with the SEC during the Lock-Up Period); (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder Transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliatesthat Holder; and and (fxi) in connection with a Transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Common Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (xi), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into any lock-up, voting or similar agreement pursuant agreeing to which be bound by the Holder may agree to transfer, sell, tender or otherwise dispose terms of this Agreement (unless the transferee is Holdings). If Holdings declares a dividend payable on the Holder’s Restricted Securities or other such securities in connection with such transactionHoldings Common Shares, or vote any those shares received as dividends will also be Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided. The undersigned also agrees and consents to the entry of stop transfer instructions with H▇▇▇▇▇▇’s transfer agent and registrar against the transfer of Restricted Shares held by the undersigned and the undersigned’s Family Members, howeverif any, that except in compliance with the foregoing restrictions. (c) If any Transfer is made or attempted contrary to the provisions of these this Agreement, such Transfer shall be null and void ab initio, and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) may be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP/LEAK-OUT AGREEMENT, DATED [●], 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)Restricted Securities.

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon Lock-Up Shares until the exercise end of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements.: (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by each Holder or its respective Permitted Transferees may Transfer the Holder are permitted Lock-Up Shares during the Lock-Up Period (ai) to (A) PubCo’s officers or directors; (B) any affiliates or family members of PubCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Holder Sponsor or the stockholdersSponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) any direct or indirect partners, members, partners members or other equity holders of such Holder, any affiliates of such Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, individual or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equity holders of such Holder, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any of its Affiliates or upon other funds managed by such partnership; (vii) to PubCo; (viii) the exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockstock options, including without limitation through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to the an equity incentive plans, “early exercise” documents or other arrangements plan; (ix) forfeitures of PubCo Common Stocks to satisfy tax withholding requirements upon the Parent or its Affiliates; and (f) vesting of equity-based awards granted pursuant to an equity incentive plan; (x) in connection with (but subject to the completion of) a bona fide third-party tender offer for all outstanding shares of the Parentliquidation, merger, consolidation stock exchange, reorganization, tender offer or change of control approved by the board of directors of PubCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction made which results in all of PubCo’s shareholders having the right to all holders of the Parent’s exchange their PubCo Common Stocks for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing Date; (xi) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities order; or (xii) in favor of connection with any such transaction) (transfer or assignment permitted or provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)SPAC SEC Filings; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (f)vi) such Permitted Transferees must enter into a written agreement with PubCo agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt the restrictions set forth herein doubt, each Holder shall not apply retain all of its rights as a shareholder of PubCo with respect to the exercise of Lock-Up Shares during the Lock-Up Period, including the right to vote any Parent Options. For purposes of this Agreement, Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Change of Control” shall mean Triggering Holder”) executed in connection with the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, Closing prior to a person or group of affiliated persons the expiration of the Parent’s voting securities ifLock-Up Period, after then each other Holder shall also be granted an early release from their respective obligations hereunder on the same terms and on a pro-rata basis with respect to such transfernumber of Lock-Up Shares, such person or group rounded down to the nearest whole security, equal to the product of affiliated persons would hold more than 50% (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the outstanding voting securities Closing that are being released from this Agreement multiplied by (ii) the total number of Lock-Up Shares held by the Holders immediately following the consummation of the Parent (or the surviving entity)Closing.

Lock-Up Provisions. (a) The Holder hereby agrees not Subject to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options)exceptions set forth herein, during the Lock-Up Period (as defined below), such Founder Shareholder agrees not to, without the prior written consent of the Company Board, Transfer any Locked-Up Securities held by it. The foregoing limitations shall remain in full force and effect for a period commencing from First Effective Time and ending on the earlier of (a) six (6) months from and after the First Effective Time or Closing (b) the date on which the Parent completes a liquidationsuch period, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary ) with respect to all the Locked-Up Securities; provided that, if any Company Shareholder enters into or is or becomes subject to an agreement relating to the subject matter set forth in this Section 4.12 in connection with the Mergers on terms and conditions less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver or termination amendment), then such less restrictive terms and conditions shall, without further action of any of the restrictions parties hereto, automatically apply to each Founder Shareholder and any applicable sections of this Agreement shall be deemed amended accordingly. For purpose of this Section 4.12, “Locked-Up Securities” means any Company Ordinary Shares and Company Warrants that are held by each Founder Shareholder immediately after the First Effective Time and any Company Ordinary Shares acquired by such Founder Shareholder upon the conversion, exercise or all of such agreements by the Parent shall apply pro rata to all stockholders exchange of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreementsSPAC Warrants or Company Warrants. (b) Notwithstanding the provisions The restrictions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by 4.12(a) (the Holder are permitted “Lock-Up Restrictions”) shall not apply to: (ai) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; , Transfers to (bA) any affiliate (as defined below) of such entity or any director, officer or employee of such affiliates, or their immediate family (as defined below), (B) any officer, director or employee of such entity, or their immediate family, (C) any shareholder, partner or member of such entity or its affiliates; (ii) in the case of Sponsor, to any investment fund or other entity controlled or managed by L ▇▇▇▇▇▇▇▇▇ Asia Advisors or any of its Affiliates; (iii) in the case of an individual, transfers Transfers by gift to members of such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the such individual’s immediate family or family, an affiliate of such person, Person or to a charitable organization; ; (civ) in the case of an individual, transfers Transfers by virtue of laws of descent and distribution upon death of the such individual; ; (dv) in the case of an individual, transfers Transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order; , divorce decree or separation agreement; (evi) in the case of an individual, Transfers to a partnership, limited liability company or other entity of which such individual and/or the Parent or any immediate family of its Affiliates or upon exercise such individual is the legal and beneficial owner of all of the Parent’s outstanding Equity Securities or its Affiliates’ right to repurchase or reacquire any Parent capital stocksimilar interests; (vii) in the case of an entity, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements Transfers by virtue of the Parent or its Affiliates; Laws of the state of such entity’s organization and such entity’s Organizational Documents upon dissolution of such entity; (fviii) pledges of any Locked-Up Securities to a financial institution that create a mere security interest in such Locked-Up Securities pursuant to a bona fide third-party tender offer for all outstanding shares loan or indebtedness transaction so long as such Founder Shareholder continues to control the exercise of the Parentvoting rights of such pledged Locked-Up Securities (as well as any foreclosures on such pledged Locked-Up Securities so long as the transferee in such foreclosure agrees to become a party to this Agreement and be bound by all obligations applicable to such Founder Shareholder, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that such agreement shall only take effect in the event that such tender offer, merger, consolidation the transferee takes possession of the Locked-Up Securities as a result of foreclosure); (ix) Transfers of any Company Ordinary Shares acquired as part of the PIPE Financing; (x) transactions relating to Company Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is not completedrequired to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the Restricted Securities held applicable Lock-Up Period; (xi) the exercise of any options or warrants to purchase Company Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); (xii) the establishment, at any time after the Closing, by the Holder shall remain subject to Company of a trading plan providing for the provisions sale of this AgreementCompany Ordinary Shares that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “Trading Plan”); provided, however, that no sales of Locked-Up Securities, shall be made by such Founder Shareholder pursuant to such Trading Plan during the Lock-Up Period and no public announcement or filing is voluntarily made regarding such Trading Plan during the Lock-Up Period; (xiii) Transfers made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date; and (xiv) transactions to satisfy any actual U.S. federal, state, or local income tax payment obligations of these permitted transferees any Founder Shareholder (other than a permitted transferee under clauses or its direct or indirect owners) directly resulting from such Founder Shareholder’s reporting position regarding the U.S. federal, state, or local income tax treatment of the Mergers; (ec) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein doubt, such Founder Shareholder shall not apply to the exercise retain all of any Parent Options. For purposes of this Agreement, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or its rights as a series of related transactions, to a person or group of affiliated persons shareholder of the Parent’s voting securities ifCompany during the Lock-Up Period, after such transfer, such person including the right to vote any Locked-Up Securities or group of affiliated persons would hold more than 50% receive any dividends or distributions thereon. (d) In furtherance of the outstanding voting securities foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Parent (Locked-Up Securities, are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of the surviving entity)Lock-Up Restrictions.

Lock-Up Provisions. (a) The Subject to Section 1(b) and the other terms of this Agreement, each Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities during the period commencing from First Effective Time on the Closing Date and ending on the earlier date that is the earliest of (ax) six (6) months after the First Effective Time or Closing, (by) the first trading day following the date on which the Parent last reported sale price of Holdings Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30 trading-day period commencing 30 days following the Closing and (z) the date following the Closing on which Holdings completes a liquidation, merger, share capital stock exchange, reorganization or other similar transaction that results in all of the Parent’s its stockholders having the right to exchange their Parent Class B Common Stock shares of common stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by any of the Holder Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period (a) to any affiliates of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; (bi) in the case of an individualany Holder or its permitted transferees, transfers to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, (ii) by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (ciii) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; , (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (ev) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the Parent extent that any Holdings Ordinary Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (vi) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any of its Affiliates bona fide loan or upon exercise of the Parent’s debt transaction or its Affiliates’ right to repurchase or reacquire any Parent capital stockenforcement thereunder, including without limitation pursuant foreclosure thereof, (vii) to the equity incentive plansextent required by any legal or regulatory order, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fviii) in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Ordinary Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Ordinary Shares having the right to exchange their Holdings Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (viii), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into agreeing to be bound by the terms of the applicable restrictions under Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on any lock-upHolder’s Restricted Securities, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of such dividends will also be Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement. (c) If any Transfer is made or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Holdings shall refuse to recognize any such transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of any of these the Holders (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate and book entry position evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED ▇▇▇▇▇▇▇. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein any doubt, each Holder shall not apply retain all of his or her rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Pubco Ordinary Shares that are held by the Holder during the period commencing from First Effective Time and ending on the Share Acquisition Closing until the earlier to occur of (a) six (6) months after the First Effective Time or (bi) the date on which the Parent completes a liquidation, mergerclosing price of the Pubco Ordinary Shares during such period exceeds Twelve Dollars Fifty Cents ($12.50) per share (as adjusted for share splits, share exchangedividends, reorganization or other similar transaction that results in all of reorganizations and recapitalizations) for any twenty (20) trading days during a thirty (30) consecutive trading day period and (ii) eighteen (18) months after the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property Share Acquisition Closing (the “Lock-Up up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities the Pubco Ordinary Shares that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to Pubco’s officers or directors, any affiliates Affiliates or immediate family members of any of Pubco’s officers or directors, any members of the Holder Holder, or any Affiliates of the stockholdersHolder, members(ii) to shareholders or limited partners of the Holder, partners or other equity holders of such affiliatesor, in the case of an entity; a Holder which is a limited liability partnership, its members, (biii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (civ) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (dv) in the case of an individual, transfers pursuant to a qualified domestic relations orderorder or in connection with a divorce settlement, (vi) to (A) any UK Government departments, including their executive agencies, other subsidiary bodies and other parts of UK Government; (eB) companies wholly or partly owned by UK Government departments and their subsidiaries; (C) non-departmental public bodies, other public bodies, public corporations and their subsidiary bodies sponsored by UK Government departments; and/or (D) any successors to any of the entities set out in (A), (B) and (C) above or any new bodies which fall within the same criteria (vii) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (viii) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to the Lock-Up Period, (ix) to satisfy tax withholding obligations pursuant to the Parent Holder’s equity incentive plans or arrangements, (x) in connection with any of its Affiliates bona fide mortgage, pledge or upon exercise of the Parent’s encumbrance to a financial institution in connection with any bona fide loan or its Affiliates’ right debt transaction or enforcement thereunder, including foreclosure thereof, (xi) by a Holder to repurchase or reacquire any Parent capital stock, entity including without limitation pursuant any fund, partnership, company or investment trust to whom the equity incentive plansHolder transfers interests in one or more of its portfolio of investments, “early exercise” documents or other arrangements any successor entity following a restructuring transaction of the Parent or its Affiliates; that Holder and (fxii) in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation or other similar transaction made to all holders Holders of Pubco Ordinary Shares involving a change of control of Pubco, provided, that in clauses (i) through (xi), the transferee must enter into a written agreement in substantially the form of this Agreement, agreeing to be bound by the terms of the Parent’s securities involving a Change of Control of Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the Parent Lock-up Period. (including, without limitation, entering into c) If any lock-up, voting Transfer is made or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Pubco shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ • ], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Shares until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject applicable Lock-Up Period with respect to such agreements, based on the number of shares subject to such agreementsLock-Up Shares. (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by each Holder or its respective Permitted Transferees may Transfer the Holder are permitted Lock-Up Shares during the Lock-Up Period (ai) to (A) the Company’s or ProKidney’s officers or directors, (B) any affiliates or family members of the Company’s or ProKidney’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders, any affiliates of the Holder Sponsor or the stockholdersSponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, membersor (D) the ProKidney Holders or any direct or indirect partners, partners members or other equity holders of the ProKidney Holders, any affiliates of the ProKidney Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the such individual’s immediate family, family or to a trust, the beneficiary of which is such individual or a member of the such individual’s immediate family or an affiliate of such personPerson, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the such individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with a pledge of shares of Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or New Company Common Units, or any other securities convertible into or exercisable or exchangeable for shares of its Affiliates Acquiror Class A Common Stock, shares of Acquiror Class B Common Stock or upon exercise of New Company Common Units (and after the Parent’s Restructuring, Class A Common Shares, Class B Common Shares or its Affiliates’ right Common Units, or any other securities convertible into or exercisable or exchangeable for Class A Common Shares, Class B Common Shares or Common Units), to repurchase or reacquire any Parent capital stocka financial institution, including without limitation pursuant the enforcement of any such pledge by a financial institution; (viii) to the equity incentive plansCompany or ProKidney; (ix) as forfeitures of shares of Acquiror Common Stock (and after the Restructuring, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fCommon Shares) pursuant to a bona fide third“net” or “cashless” exercise of stock options; (x) as forfeitures of Acquiror Common Stock or New Company Common Units (and after the Restructuring, Common Shares or Common Units) to satisfy tax withholding requirements upon the vesting of equity-party tender offer for all outstanding shares of the Parentbased awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the Board of Directors of ProKidney Cayman (and after the Restructuring, the Board of Directors of the Company) or a duly authorized committee thereof or other similar transaction made which results in all of ProKidney Cayman’s (and after the Restructuring, the Company’s) stockholders having the right to all holders exchange their Acquiror Common Stock (and after the Restructuring, their Common Shares) for cash, securities or other property subsequent to the Closing Date; (xii) pursuant to an exchange of New Company Common Units for shares of Acquiror Common Stock (and after the Restructuring, Paired Interests for Class A Common Shares) pursuant to the Exchange Agreement (provided, that any shares of Acquiror Common Stock for which New Company Common Units (and after the Restructuring, any Class A Common Shares for which Paired Interests) are exchanged pursuant to this clause (xii) shall continue to be Lock-Up Shares for the duration of the Parent’s securities involving a Change of Control of the Parent applicable Lock-Up Period); or (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities xiii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (fvi)) , such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, the Company and ProKidney may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a stockholder of the restrictions set forth herein Company or equityholder of ProKidney, as applicable, with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holder is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, then each Holder shall also be granted an early release from his, her or its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole Lock-Up Share equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares held by the Holder immediately following the consummation of the Closing; provided that, the foregoing shall not apply be applicable with respect to the exercise a release or waiver of any Parent Options. For purposes Holder that holds less than an aggregate of 100,000 New Company Common Units (and after the Restructuring, Common Units). (f) The lock-up provisions in this AgreementSection 2 shall supersede the lock-up provisions contained in Sections 7(a) and 7(b) of that certain letter agreement dated as of June 29, “Change 2021 and that certain letter agreement dated as of Control” shall mean the Transfer (whether by tender offerSeptember 24, merger, consolidation or other similar transaction)2021, in one transaction or a series each case by and among ProKidney Cayman, the Sponsor and certain of related transactionsProKidney Cayman’s then current and former officers and directors (collectively, to a person or group of affiliated persons the “Insider Letters”) and which provisions in Sections 7(a) and 7(b) of the Parent’s voting securities if, after such transfer, such person Insider Letters shall be of no further force or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)effect.

Lock-Up Provisions. (a) The Holder hereby agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Pubco Ordinary Shares that are held by the Holder during the period commencing from First Effective Time and ending on the Share Acquisition Closing until the earlier to occur of (ai) six one (61) months year after the First Effective Time Share Acquisition Closing, (ii) one-hundred and fifty (150) days after the Share Acquisition Closing, if the closing price of the Pubco Ordinary Shares during such period equals or exceeds Twelve Dollars (b$12.00) per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any twenty (20) trading days within any thirty (30) trading day period and (iii) a date after the date Share Acquisition Closing on which the Parent completes Pubco consummates a subsequent liquidation, merger, share exchange, reorganization exchange or other similar transaction that which results in all of the ParentPubco’s stockholders shareholders having the right to exchange their Parent Class B Common Stock Pubco Ordinary Shares for cash, securities or other property (the “Lock-Up up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities the Pubco Ordinary Shares that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to Pubco’s officers or directors, any affiliates Affiliates or immediate family members of any of Pubco’s officers or directors, any members of the Holder Holder, or any Affiliates of the stockholdersHolder, members, partners or other equity holders of such affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary of which is a member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (ciii) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (div) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (ev) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the Parent or any equity interests in the Holder upon dissolution of its Affiliates or upon the Holder, (vi) the exercise of any options, warrants or other convertible securities to purchase Pubco Ordinary Shares (which exercises may be effected on a cashless basis to the Parent’s extent the instruments representing such options or its Affiliates’ right warrants permit exercises on a cashless basis); provided, that any Pubco Ordinary Shares issued upon such exercise shall be subject to repurchase or reacquire any Parent capital stockthe Lock-Up Period, including without limitation (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plansplans or arrangements, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fviii) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transactionany bona fide mortgage, pledge or vote encumbrance to a financial institution in connection with any Restricted Securities bona fide loan or other such securities in favor of any such transaction) (provided debt transaction or enforcement thereunder, including foreclosure thereof, provided, that in the event that such tender offer, merger, consolidation or other such transaction is not completedclauses (i) through (iv), the Restricted Securities held transferee must enter into a written agreement in substantially the form of this Agreement, agreeing to be bound by the Holder shall remain terms of the Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the Lock-up Period. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Pubco shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Pubco may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF AUGUST 26, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Pubco with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of ControlTransfer” shall mean the Transfer (whether by tender offera) sale of, mergeroffer to sell, consolidation contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other similar transaction)arrangement that transfers to another, in one transaction whole or a series of related transactionsin part, to a person or group of affiliated persons any of the Parent’s voting securities ifeconomic consequences of ownership of any security, after whether any such transfertransaction is to be settled by delivery of such securities, such person in cash or group otherwise, or (c) public announcement of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent any intention to effect any transaction specified in clause (a) or the surviving entity(b).

Lock-Up Provisions. (a) The Holder Subject to paragraphs (b) and (c) below, ▇▇▇▇▇▇ hereby agrees not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon to, without the exercise prior written consent of the Parent Options)board of directors of ▇▇▇▇, during the period commencing from First Effective Time the Closing Date and ending on the earlier of date that is 24 months following the Closing Date (a) six (6) months after the First Effective Time or subject to paragraphs (b) the date on which the Parent completes a liquidationand (c) below, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver ): (i) sell, offer, contract or termination agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the restrictions Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”); provided, that the foregoing restriction shall not apply to: (I) any pledge of any Restricted Securities to one or more lending institutions that create a mere security interest in such Restricted Securities for or in connection with bona fide loans, advances or extensions of credit entered into by Holder or any of its affiliates or any refinancings thereof, so long as Holder continues to control the exercise of the voting rights of such pledged Restricted Securities prior to an event of default (however described) under the agreements for such loans, advances, extensions of credit or refinancings and any transfers of such Restricted Securities upon foreclosure; (II) the transfer of any or all of such agreements the Restricted Securities upon the death of ▇▇▇▇▇▇ by gift, will or intestate succession; (III) the Parent shall apply pro rata to transfer of any or all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by to (A) the Holder are permitted (a) to any affiliates members of the Holder or the stockholders, members, partners or other equity holders of such affiliates, in the case of an entity; (b) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual▇▇▇▇▇▇’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) to the Parent or any of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stock, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (f) pursuant to a bona fide third-party tender offer for all outstanding shares of the Parent, merger, consolidation or other similar transaction made to all holders of the Parent’s securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities in connection with such transaction, or vote any Restricted Securities or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement); provided, however, that any of these permitted transferees (other than a permitted transferee under clauses (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt the restrictions set forth herein shall not apply to the exercise of any Parent Options. For purposes of this Agreement, “Change of Controlimmediate family” shall mean with respect to any natural person, any of the Transfer following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (whether by tender offer, merger, consolidation including adopted and step children and parents) of such person and his or other similar transactionher spouses or domestic partners and siblings), (B) any entities controlled by, controlling or under common control with such Holder, (C) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (D) if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, and (E) if Holder is an entity, any direct or indirect partners, members or equity holders of Holder, any affiliate (as defined in one transaction Rule 405 promulgated under the Securities Act of 1933, as amended) of Holder or any related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates as part of a series distribution; (IV) by operation of related transactions, law or pursuant to a person court order, such as a qualified domestic relations order, divorce decree or group separation agreement; (V) the transfer of affiliated persons any or all of the Parent’s voting securities ifRestricted Securities to the Bondholders in connection with the exchange of such Restricted Securities for the Bonds pursuant to the Transaction Documents. For purposes of this sub-paragraph (V), after such transfer“Bondholders”, such person or group “Bonds” and “Transaction Documents” shall have the meaning as defined in the Bond and Warrant Purchase Agreement, dated November 10, 2019 which was amended by a deed of affiliated persons would hold more than 50% amendment dated March 9, 2020 and entered into between Best Assistant, NetDragon, ND BVI, Digital Train Limited, Promethean, Nurture Education (Cayman) Limited, the Agent (as defined thereunder) and the Security Agent (as defined thereunder) and further amended by the deed of amendment, standstill waiver and redemption dated as of the outstanding voting securities of the Parent (or the surviving entitydate hereof, 2023 and as further amended, restated, supplemented and/or modified from time to time).; and

Lock-Up Provisions. (a) The Holder hereby Subject to Section 1(b) and the other terms of this Agreement, ▇▇▇▇▇▇ agrees that it shall not to effectuate a Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), Restricted Securities that are held by the Holder during the period commencing from First Effective Time and ending on the earlier of (ai) six (6) months one year after the First Effective Time Closing Date or (bii) subsequent to the Closing Date (x) if the last reported sale price of the Holdings Common Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least one hundred fifty (150) days after the Closing Date or (y) the date on which the Parent Holdings completes a liquidation, merger, share exchange, reorganization capital stock exchange or other similar transaction that results in all of the Parent’s Holdings’ stockholders having the right to exchange their Parent Class B Holdings Common Stock Shares for cash, securities or other property (in each case, the “Lock-Up Period”). Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject to such agreements, based on the number of shares subject to such agreements. (b) Notwithstanding the provisions set forth in Section 1(a), Transfers of Parent Class B Common Stock constituting the Restricted Securities that are held by the Holder (and that have complied with this Section 1(b)) are permitted (ai) to any affiliates in the case of the Holder or its permitted transferees, to Holdings’ officers or directors, any Affiliates or immediate family members of any of Holdings’ officers or directors, any members of the stockholdersHolder, members, partners any Affiliates of the Holder or other equity holders any employees of such affiliatesAffiliates, (ii) to shareholders or limited partners of the Holder, or, in the case of an entity; a Holder which is a limited liability partnership, its members, (biii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individualHolder’s immediate family, family or to a trust, the beneficiary (or beneficiaries) of which is a one or more member of the individualHolder’s immediate family or family, an affiliate Affiliate of such person, person or to a charitable organization; , (civ) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; , (dv) in the case of an individual, transfers pursuant to a qualified domestic relations order; order or in connection with a divorce settlement, (evi) by virtue of the laws of the Holder’s jurisdiction of incorporation or organization, the Holder’s organizational documents or the rights attaching to the equity interests in the Holder upon dissolution of the Holder, (vii) in connection with the exercise of any options, warrants or other convertible securities to purchase Holdings Common Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis) to the Parent extent that any Holdings Common Shares issued upon such exercise are Restricted Securities subject to Section 1(a) of this Agreement, (viii) to satisfy tax withholding obligations in connection with the Holder’s equity incentive plans or arrangements, (ix) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution, as collateral or security in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, (x) by a Holder to any entity including any fund, partnership, company or investment trust to whom the Holder transfers interests in one or more of its portfolio of investments, or any successor entity following a restructuring transaction of its Affiliates or upon exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockthat Holder, including without limitation pursuant to the equity incentive plans, “early exercise” documents or other arrangements of the Parent or its Affiliates; and (fxi) in connection with a transfer pursuant to a bona fide third-third party tender offer for all outstanding shares of the Parentoffer, merger, consolidation consolidation, liquidation, share exchange or other similar transaction made to all holders of the Parent’s securities Holdings Common Shares involving a Change change of Control control of Holdings or which results in all of the Parent holders of Holdings Common Shares having the right to exchange their Holdings Common Shares for cash, securities or other property subsequent to the consummation of such transaction; provided, that in each of clauses (includingi) through (xi), without limitationthe transferee must enter into a written agreement in substantially the same form of this Agreement, entering into any lock-up, voting or similar agreement pursuant agreeing to which be bound by the Holder may agree to transfer, sell, tender or otherwise dispose terms of Section 1(a) of this Agreement (unless the transferee is Holdings). If dividends are declared and payable on the Holder’s Restricted Securities or other in Holdings Common Shares, such securities in connection with such transaction, or vote any dividends will also be Restricted Securities subject to the terms of Section 1(a) of this Agreement. (c) If any Transfer is made or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject attempted contrary to the provisions of this Agreement); provided, howeversuch Transfer shall be null and void ab initio, that and Holdings shall refuse to recognize any such transferee of these the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, Holdings may impose stop-transfer instructions with respect to the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the Lock-Up Period. (d) During the Lock-Up Period, each certificate evidencing any Restricted Securities (if any are issued) shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other than a permitted transferee under clauses applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (e) and (f)) must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt any doubt, the restrictions set forth herein Holder shall not apply retain all of its rights as a shareholder of Holdings with respect to the exercise of Restricted Securities during the Lock-Up Period, including the right to receive dividends and the right to vote any Parent Options. Restricted Securities. (f) For the purposes of this AgreementSection 1, “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons of the Parent’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity).

Lock-Up Provisions. (a) The Subject to Section 2(b), each Holder hereby agrees that it shall not to Transfer any Parent Class B Common Stock (including Parent Class B Common Stock issued or issuable upon the exercise of the Parent Options), during the period commencing from First Effective Time and ending on the earlier of (a) six (6) months after the First Effective Time or (b) the date on which the Parent completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Class B Common Stock for cash, securities or other property (the “Lock-Up Period”). Any discretionary waiver or termination Shares until the end of the restrictions of any or all of such agreements by the Parent shall apply pro rata to all stockholders of the Parent (including the former stockholders of the Company) that are subject applicable Lock-Up Period with respect to such agreements, based on the number of shares subject to such agreements.Lock-Up Shares: (b) Notwithstanding the provisions set forth in Section 1(a2(a), Transfers of Parent Class B Common Stock constituting Restricted Securities that are held by each Holder or its respective Permitted Transferees may Transfer the Holder are permitted Lock-Up Shares during the Lock-Up Period (ai) to (A) the Company’s officers or directors, (B) any affiliates or family members of the Company’s officers or directors, (C) any direct or indirect partners, members or equity holders of the Sponsor or Sponsor Key Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) the SoFi Holders or any direct or indirect partners, members or equity holders of the SoFi Holders, any affiliates of the Holder SoFi Holders or the stockholders, members, partners any related investment funds or other equity holders of vehicles controlled or managed by such persons or entities or their respective affiliates, in the case of an entity; (bii) in the case of an individual, transfers by gift to such Holder’s spouse (including, without limitation, any domestic partner or partner by same sex marriage or civil union), to any a member of the individual’s immediate family, family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such personperson or entity, or to a charitable organization; (ciii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, transfers pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (ev) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (iv) above; (vi) to the Parent partners, members or equity holders of such Holder by virtue of the Sponsor’s certificate of incorporation or bylaws, as amended; (vii) in connection with any of its Affiliates bona fide mortgage, encumbrance or upon pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) the exercise of the Parent’s or its Affiliates’ right to repurchase or reacquire any Parent capital stockstock options, including without limitation through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to the an equity incentive plans, “early exercise” documents or other arrangements plan; (x) forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the Parent or its Affiliates; and (f) vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a bona fide third-party tender offer for all outstanding shares of the Parentliquidation, merger, consolidation stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction made to which results in all holders of the ParentCompany’s stockholders having the right to exchange their shares Common Stock for cash, securities involving a Change of Control of the Parent (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the Holder may agree to transfer, sell, tender or otherwise dispose of Restricted Securities or other such securities property subsequent to the Closing Date; or (xii) in connection with such transactionany legal, or vote any Restricted Securities regulatory or other such securities in favor of any such transaction) (provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the Restricted Securities held by the Holder shall remain subject to the provisions of this Agreement)order; provided, however, that any in the case of these permitted transferees (other than a permitted transferee under clauses (ei) and through (f)vi) such Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein. in this Section 2. (c) In order to enforce this Section 2, the Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt doubt, each Holder shall retain all of its rights as a stockholder of the restrictions set forth herein shall not apply Company with respect to the exercise Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that such Holders is entitled to vote. (e) If any Holder is granted a release or waiver from any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of any Parent Options. For purposes the Lock-up Period, then the undersigned shall also be granted an early release from its obligations hereunder on the same terms and on a pro-rata basis with respect to such number of Lock-Up Shares rounded down to the nearest whole security equal to the product of (i) the total percentage of Lock-Up Shares held by the Triggering Stockholder immediately following the consummation of the Closing that are being released from the lock-up agreement multiplied by (ii) the total number of Lock-Up Shares held by the undersigned immediately following the consummation of the Closing. (f) The lock-up provisions in this AgreementSection 2 shall supersede the lock-up provisions contained in Section 7 of the certain letter agreement, dated as of October 8, 2020, by and among the Company, the Sponsor and certain of the Company’s current and former officers and directors (the “Change of Control” shall mean the Transfer (whether by tender offer, merger, consolidation or other similar transactionInsider Letter”), which provision in one transaction or a series of related transactions, to a person or group of affiliated persons Section 7 of the Parent’s voting securities if, after such transfer, such person Insider Letter shall be of no further force or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the surviving entity)effect.