Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor agrees that it shall not Transfer any Options until the end of the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 6(a), the Sponsor or its respective Permitted Transferees may Transfer the Options during the Lock-Up Period (i) to any affiliates of the Sponsor, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) to the Issuer; provided, however, that such Permitted Transferees must enter into a duly executed joinder to this Agreement in the form of Exhibit A hereto; provided, further, that no filing by the Sponsor under the Exchange Act or other public announcement shall be 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 rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for value.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the applicable Lock-Up PeriodPeriod with respect to such Lock-Up Shares. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) 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, any affiliates of the SponsorSponsor or any of its direct or indirect partners, members or equity holders, or any related investment funds or vehicles controlled or managed by the Sponsor or its affiliates or its direct or indirect partners, members or equity holders, or (D) the Angel Studios Holders or any direct or indirect partners, members or equity holders of the Angel Studios Holders, any affiliates of the Angel Studios Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or final binding separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the Issuerpartners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) in connection with any legal, regulatory or other Governmental Order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) If any Transfer is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such Transfer shall be made null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-up Shares as one of its equity holders for any purpose. 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. Each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such H▇▇▇▇▇’s shares describing the foregoing restrictions. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including voluntarilythe 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 Transfer except as otherwise compelled or required number of Lock-Up Shares rounded down to comply with applicable law or legal process or any request the nearest whole Lock-Up Share equal to the product of (i) the percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to 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 Section 6(b) 2 shall not involve a disposition for valuesupersede the lock-up provisions contained in Section 7 of that certain letter agreement, dated as of December 9, 2021, by and among the Company, the Sponsor and certain of the Company’s officers and directors, and Section 5 of that certain letter agreement, dated as of January 6, 2022, by and among the Company and certain of the Company’s officers and directors, which provisions contained in such Section 7 and Section 5, as applicable, shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period.: (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) to (A) CayCo’s officers or directors; (B) any affiliates or family members of CayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the Sponsor 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 or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the 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 other funds managed by such partnership; (vii) to CayCo; (viii) the Issuerexercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the 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 liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; (xi) in connection with any legal, regulatory or other order; or (xii) in connection with any transfer or assignment permitted or provided in the SPAC SEC Filings; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with CayCo agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, CayCo may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of CayCo with respect to the 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 other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, 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 Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares directly or indirectly held by such Holder until the end of the Lock-Up Period.: (b) Notwithstanding the provisions anything set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period Period: (i) to (A) the Company’s officers or directors; (B) any affiliates or family members of the SponsorCompany’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor or the Sponsor 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 or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; ; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; ; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; ; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; ; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; ; (vi) to the partners, members or equity holders of such Holder by way of distribution in kind or otherwise, including, for the avoidance of doubt, where the Holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (vii) to the IssuerCompany; (viii) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of Company Shares to satisfy tax withholding requirements upon the 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 liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of the Company (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of the Company Holders having the right to exchange their Company Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2 or such transfer restrictions that are no less restrictive to such Permitted Transferee than the Exchange Act transfer restrictions 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, each Holder shall retain all of its rights as a shareholder of the Company with respect to the 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 other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, 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 Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees in favor of PubCo that it shall not Transfer any Options Lock-Up Securities until the end of the Lock-Up PeriodPeriod applicable to it. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Securities during the Lock-Up Period (i) 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 Sponsor, the SPAC Insiders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, or (D) any officerdirect or indirect partners, director members or manager equity holders of the Sponsor such Holder, any affiliates of such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such the individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such the individual’s immediate family or an affiliate of such Personperson or entity, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) the entry, by virtue the Holder, at any time after Closing of the laws transactions contemplated under the Business Combination Agreement, of any trading plan providing for sale of shares of the Cayman Islands 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 Sponsor’s limited liability company agreement upon dissolution sale of any Lock-Up Securities during the SponsorLock-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 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 bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (ix) to PubCo; (x) the exercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xi) forfeitures of PubCo Ordinary Shares to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xii) in connection with (but subject to the Issuercompletion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the board of directors of PubCo or a duly authorized committee thereof or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xiii) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi), such Permitted Transferees must enter into a duly executed joinder written agreement with PubCo agreeing to be bound by the transfer restrictions in this Section 2. (c) Any Transfer that is made or attempted contrary to the provisions of this Agreement in the form of Exhibit A hereto; provided, further, that no filing by the Sponsor under the Exchange Act or other public announcement shall be made (including voluntarily) in connection with null and void ab initio and PubCo shall refuse to recognize any such Transfer except transferee of the Lock-Up Securities as otherwise compelled or required one of its equity holders for any purpose. In order to comply with applicable law or legal process or any request by a Governmental Entity or the rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to enforce this Section 6(b2, 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, each Holder shall not involve retain all of its rights as a disposition for valueshareholder of PubCo with respect to the Lock-Up Securities that are PubCo Ordinary Shares during the Lock-Up Period, including the right to vote such Lock-Up Securities that such Holders is entitled to vote.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up PeriodPeriod (the “Lock-Up Restrictions”). (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period Period, without the consent of Domesticated SPAC, (i) to (A) Domesticated SPAC’s or the Holder’s officers, directors, consultants or their affiliates; (B) any affiliates or immediate family members of Domesticated SPAC’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates; or (D) as a distribution to any direct or indirect partners, members or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, person or entity or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the Issuerpartners, 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 other funds managed by such partnership; (vii) in the case of an individual, to a partnership, limited liability company or other entity of which such individual and/or the immediate family of such individual is the legal and beneficial owner of all of the outstanding securities or similar interests; (viii) in the case of an entity that is a trust or a trustee of a trust, to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such trust or to the estate of a beneficiary of such trust; (ix) in the case of an entity, by virtue of the laws of the state of the entity’s organization and the entity’s Governing Documents upon dissolution of the entity; (x) to Domesticated SPAC; (xi) pursuant to the exercise of stock options through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (xii) forfeitures of Domesticated SPAC Common Stock to satisfy tax withholding requirements (including estimated taxes) upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, recapitalization, consolidation, tender offer or change of control approved by the Domesticated SPAC Board or a duly authorized committee thereof or other similar transaction which results in all of Domesticated SPAC’s shareholders having the right to exchange their shares of Domesticated SPAC Common Stock for cash, securities or other property subsequent to the Closing Date (including negotiating and entering into an agreement providing for any such transaction), provided, however, that in the event that such liquidation, merger, stock exchange, reorganization, recapitalization, consolidation, tender offer or change of control is not completed, the Lock-Up Shares subject to this Agreement shall remain subject to this Agreement; (xiv) in connection with any legal, regulatory or other order; (xv) in connection with the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer, sale or trading of Lock-Up Shares during the Lock-Up Period and no public announcement or filing is voluntarily made regarding such trading plan during the Lock-Up Period; or (xvi) pledges of Lock-Up Shares as security or collateral in connection with a borrowing or the incurrence of any indebtedness by the Holder, provided, however, that (x) the relevant Holder continues to control the exercise of the voting rights of such pledged Lock-Up Shares and any foreclosures on such pledged Lock-Up Shares, and (y) such borrowing or incurrence of indebtedness is secured by either a portfolio of assets or equity interests issued by multiple issuers and any pledgee agrees to be subject to the Lock-Up; provided, however, that in the case of clauses (i) through (ix) such Permitted Transferees must enter into a duly executed joinder written agreement with Domesticated SPAC agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, Domesticated SPAC may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of Domesticated SPAC with respect to the 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 director, officer or other public announcement shall be made Significant Holder (including voluntarilyas defined below) 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 Transfer except as otherwise compelled 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 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. For the purposes of the foregoing, a “Significant Holder” shall mean any person or required to comply entity that (together with applicable law any investment funds affiliated with such person or legal process entity) beneficially owns one percent (1%) or any request by a Governmental Entity or more of the rules total outstanding common stock of any securities exchangeDomesticated SPAC. Notwithstanding the foregoing, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to the provisions of this Section 6(b) paragraph shall not involve apply if the release or waiver is effected solely to permit a transfer not involving a disposition for value, and if the transferee agrees in writing at the time of transfer to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain in effect (f) Each Holder hereby represents and warrants that as of the date of this Agreement, it does not beneficially own, directly or through its nominees (as determined in accordance with Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder), any shares of Domesticated SPAC Common Stock, or any economic interest in or derivative of such shares, other than those shares of Domesticated SPAC Common Stock issued pursuant to the Merger Agreement or shares acquired from equity investment or financing permitted by Section 6.18 of the Merger Agreement.

Lock-Up Provisions. (a) Subject to Section 6(b), the Sponsor Each Lock-Up Holder agrees that it it, he or she shall not Transfer any Options Common Stock until 180 days after the end completion of the Acquisition (the “Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 6(a11(a), the Sponsor or its respective Permitted Transferees may Transfer the Options during Transfers of shares of Common Stock (collectively, “Restricted Securities”) that are held by the Lock-Up Period Holders or any of their Permitted Transferees (that have complied with this Section 11), are permitted (i) to any affiliates of the SponsorCompany’s officers or directors, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the SponsorCompany’s officers or directors, any affiliate of such Lock-Up Holder or any member of its affiliates’ officers, directors or managerssuch Lock-Up Holder; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree ; or separation agreement; (v) by virtue of the laws of the Cayman Islands State of Nevada or the Sponsora Lock-Up Holder’s limited liability company agreement organizational documents upon dissolution of the Sponsor; such Lock-Up Holder (vi) to each such transferee, a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) to the Issuer“Permitted Transferee”); provided, however, that that, in each case, any such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor transfer restrictions herein in this Section 11(b) and the other restrictions contained in this Agreement. (c) If any Transfer not permitted under this Section 11 is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such purported prohibited Transfer shall be made 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 11(c), the 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, each certificate or book-entry position evidencing any Restricted Securities held by a Lock-Up Holder shall be marked with a legend in substantially the following form, in addition to any other 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 NOVEMBER 8, 2021, 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) For the avoidance of doubt, each Lock-Up Holder shall retain all of its rights as a stockholder of the Company with respect to the Restricted Securities it holds during the Lock-Up Period, including voluntarilythe right to vote any such Restricted Securities that are entitled to vote. The Company agrees to (i) instruct its transfer agent to remove the lock-up legend in Section 11(d) upon the expiration of the applicable Lock-Up Period and (ii) cause its legal counsel, at the Company’s expense, to deliver the necessary legal opinions, if any, to the transfer agent 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 rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to instruction under this Section 6(b) shall not involve a disposition for value11(e).

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period.: (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) to (A) CayCo’s officers or directors; (B) any affiliates or family members of CayCo’s officers or directors; (C) any director, officer, employee, direct or indirect partners, members or equity holders of the Sponsor, Sponsor or the Sponsor 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 or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the 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 other funds managed by such partnership; (vii) to CayCo; (viii) the Issuerexercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of CayCo Ordinary Shares to satisfy tax withholding requirements upon the 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 liquidation, merger, stock exchange, reorganization, tender offer or change of control approved by the board of directors of CayCo (“Board of Directors”) or a duly authorized committee thereof or other similar transaction which results in all of CayCo’s shareholders having the right to exchange their CayCo Ordinary Shares for cash, securities or other property subsequent to the Closing Date; or (xi) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with CayCo agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, CayCo may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of CayCo with respect to the 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 other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, 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 Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period Period: (i) to (A) the Company’s or the Sponsor’s officers or directors, (B) any affiliates Affiliates or family members of the Company’s or the Sponsor’s officers or directors, (C) in the case of the Sponsor or Sponsor Key Holders, 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 affiliatesAffiliates, or (D) any direct or indirect partners, members or equity holders of such Holder, any officer, director or manager Affiliates of the Sponsor such Holder or any of its affiliates, related investment funds or any affiliate vehicles controlled or family member of any of the Sponsor’s managed by such Persons or any of its affiliates’ officers, directors or managerstheir respective Affiliates; (ii) in the case of an individual, by gift to a member the spouse, domestic partner, parent, sibling, child or grandchild of such individual’s immediate family Holder or to any other natural person with whom such Holder has a trustrelationship by blood, the beneficiary of which is such individual marriage or a member of such individual’s immediate family or an affiliate of such Personadoption not more remote than first cousin, or to a charitable organization; (iii) in the case of a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (iv) in the case of an individual, by virtue of laws of descent and distribution upon death of such the individual; (ivv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (v) above; (vii) in the case of the Sponsor or Sponsor Key Holders, to the Issuerpartners, members or equity holders of such Holder by virtue of the Sponsor’s limited liability company agreement, as amended from time to time; (viii) in connection with any bona fide mortgage, encumbrance, pledge or other grant of a security interest in Lock-Up Shares to one or more financial or lending institutions as collateral or security for or in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by Holder or any of its Affiliates, or any refinancings thereof, and any transfers of such Lock-Up Shares upon foreclosure thereof shall be deemed permitted for purposes of this Section 2(b) so long as each applicable transferee agrees in writing to be bound by the restrictions set forth in this Agreement as a Permitted Transferee; (ix) as part of the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the 1934 Act; provided, however, that such plan does not provide for the Transfer of Lock-Up Shares during the Lock-Up Period; (x) to the Company in connection with the repurchase of such Lock-up Holder’s shares in connection with the termination of the Lock-up Holder’s employment with the Company pursuant to contractual agreements with the Company; (xi) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Parent Common Stock or the vesting of Parent stock-based awards; (xii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of Parent Common Stock; (xiii) in connection with (but subject to the completion of) a bona fide liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares Common Stock for cash, securities or other property subsequent to the Closing Date; (xiv) in connection with any legal, regulatory or other order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to be bound by the transfer restrictions in this Section 2; or (xv) if Triggering Event III occurs, at any time or from time to time on or after the ninetieth (90th) day following the Closing Date, provided that no more than fifty percent (50%) of the Lock-Up Shares issued to each Holder (which number of shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Company common stock occurring on or after the closing of the Business Combination) may be Transferred pursuant to this Agreement in clause (xv). (c) In order to enforce this Section 2, the form Company may impose stop-transfer instructions with respect to the Lock-Up Shares until the end of Exhibit A hereto; providedthe Lock-Up Period. (d) For the avoidance of doubt, furthereach Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares that no filing by the Sponsor under the Exchange Act such Holder is entitled to vote. (e) If any Holder is granted a release or other public announcement shall be made waiver from (including voluntarilyi) any lock-up agreement (such holder a “Triggering Holder”) executed in connection with the Closing or (ii) the lock-up restrictions set forth in Article VI, Section 6.8 of the bylaws of the Company 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 Transfer except number of Lock-Up Shares rounded down to the nearest whole security equal to (A) the total percentage of Lock-Up Shares (or “Lock-up Shares” as otherwise compelled defined in the bylaws of the Company) held by the Triggering Holder immediately following the consummation of the Closing that are being released from the lock-up agreement or required to comply with applicable law or legal process or any request lock-up restrictions multiplied by a Governmental Entity or (B) the rules total number of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for valueLock-Up Shares held by the undersigned immediately following the consummation of the Closing.

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the applicable Lock-Up PeriodPeriod with respect to such Lock-Up Shares. (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) 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, any affiliates of the SponsorSponsor or any of its direct or indirect partners, members or equity holders, or any related investment funds or vehicles controlled or managed by the Sponsor or its affiliates or its direct or indirect partners, members or equity holders, or (D) the Angel Studios Holders or any direct or indirect partners, members or equity holders of the Angel Studios Holders, any affiliates of the Angel Studios Holders or any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such Person, or to a charitable ​ organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or final binding separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (viivi) to the Issuerpartners, members or equityholders of such Holder by virtue of the Sponsor’s organizational documents, as amended; (vii) in connection with any bona fide mortgage, encumbrance or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (viii) to the Company; (ix) as forfeitures of shares of Acquiror Common Stock pursuant to a “net” or “cashless” exercise of stock options; (x) as forfeitures of shares of Acquiror Common Stock to satisfy tax withholding requirements upon the vesting of equity-based awards granted pursuant to an equity incentive plan; (xi) in connection with a liquidation, merger, stock exchange, reorganization, tender offer approved by the Board of Directors of the Company or a duly authorized committee thereof or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Acquiror Common Stock for cash, securities or other property subsequent to the Closing Date; or (xii) in connection with any legal, regulatory or other Governmental Order; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with the Company agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) If any Transfer is made or attempted contrary to the Exchange Act or other public announcement provisions of this Agreement, such Transfer shall be made null and void ab initio, and the Company shall refuse to recognize any such transferee of the Lock-up Shares as one of its equity holders for any purpose. 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. Each Holder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such ▇▇▇▇▇▇’s shares describing the foregoing restrictions. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a stockholder of the Company with respect to the Lock-Up Shares during the Lock-Up Period, including voluntarilythe 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 Transfer except as otherwise compelled or required number of Lock-Up Shares rounded down to comply with applicable law or legal process or any request the nearest whole Lock-Up Share equal to the product of (i) the percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to 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 Section 6(b) 2 shall not involve a disposition for valuesupersede the lock-up provisions contained in Section 7 of that certain letter agreement, dated as of December 9, 2021, by and among the Company, the Sponsor and certain of the Company’s officers and directors, and Section 5 of that certain letter agreement, dated as of January 6, 2022, by and among the Company ​ ​ and certain of the Company’s officers and directors, which provisions contained in such Section 7 and Section 5, as applicable, shall be of no further force or effect.

Lock-Up Provisions. (a) Subject to Section 6(b)1(b) and the other terms of this Agreement, the Sponsor each Holder agrees that it shall not effectuate a Transfer any Options until the end of the Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (x) six (6) months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock-Up Period”). (b) Notwithstanding the provisions set forth in Section 6(a1(a), the Sponsor or its respective Permitted Transferees may Transfer following Transfers of the Options Restricted Securities that are held by any of the Holders (and that have complied with this Section 1(b)) are permitted during the Lock-Up Period in the case of any Holder or its permitted transferees: (i) to PubCo’s officers or directors, any affiliates Affiliates or immediate family members of any of PubCo’s officers or directors, any Affiliates of the Sponsor, any related investment funds or vehicles controlled or managed by such Persons or their respective affiliates, any officer, director or manager of the Sponsor or any of its affiliatesHolders, or any affiliate or family member employees of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; such Affiliates; (ii) in the case of an individual, by gift to a member any immediate family members of such individual’s immediate family ; (iii) to any investment funds or vehicles controlled or managed by the securityholder or any of its Affiliates; (iv) by gift to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or an affiliate of such PersonPerson to whom a Transfer would be permitted under Section 1(b)(i), or to a charitable organization; ; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; ; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vii) in the case of an individual, divorce settlementto a partnership, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution or other entity of which such individual and/or the family members of such individual are the legal and beneficial owner of all of the Sponsor; outstanding equity securities or similar interests; (viviii) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses Section 1(b)(i); (iix) through pursuant to any legal, regulatory or other order; (vx) above; in the case of an entity that is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (viixi) in the case of an entity, as part of a distribution to members, partners, shareholders or equityholders of the entity; (xii) by virtue of the laws of an entity’s jurisdiction of incorporation or organization, an entity’s organizational documents or the rights attaching to the equity interests in the entity upon dissolution of such entity; (xiii) in connection with 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) to the Issuerextent that any PubCo Ordinary Shares issued upon such exercise are Restricted Securities subject to the applicable restrictions under Section 1(a) of this Agreement, (xiv) in the case of an entity, to satisfy tax withholding obligations in connection with such entity’s equity incentive plans or arrangements; (xv) 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; (xvi) 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 PubCo Ordinary Shares involving a change of control of PubCo or which results in all of the holders of PubCo Ordinary Shares having the right to exchange their PubCo Ordinary Shares for cash, securities or other property subsequent to the consummation of such transaction; (xvii) the entry, by the securityholder, at any time on or after the Closing Date, of any trading plan providing for the sale of Restricted Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such Permitted Transferees plan does not provide for, or permit, the sale of any Restricted Securities during the applicable Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the applicable Lock-Up Period; and (xviii) to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction. provided, that in each of clauses (i) through (xii) and (xv), the transferee must enter into a duly executed joinder 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 PubCo). If dividends are declared and payable on any Holder’s Restricted Securities, 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 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 any of the PubCo (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 form following form, in addition to any other applicable legends: “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [●], 2025, 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) For the avoidance of Exhibit A hereto; providedany doubt, furthereach Holder shall retain all of his or her rights as a shareholder of PubCo with respect to the Restricted Securities during the Lock-Up Period, that no filing by including the Sponsor under right to receive dividends and the right to vote any Restricted Securities (subject to the other provisions hereof). (f) For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, 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 arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement shall be 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 rules of any securities exchange, foreign securities exchange, futures exchange, commodities exchange intention to effect any transaction specified in clause (a) or contract market; provided, further, that any Transfer pursuant to this Section 6(b) shall not involve a disposition for value(b).

Lock-Up Provisions. (a) Subject to Section 6(b2(b), the Sponsor each Holder agrees that it shall not Transfer any Options Lock-Up Shares until the end of the Lock-Up Period.: (b) Notwithstanding the provisions set forth in Section 6(a2(a), the Sponsor each Holder or its respective Permitted Transferees may Transfer the Options Lock-Up Shares during the Lock-Up Period (i) 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 Sponsor, Sponsor or the Sponsor 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 or equity holders of such Holder, any officer, director or manager affiliates of the Sponsor such Holder or any of its related investment funds or vehicles controlled or managed by such persons or entities or their respective affiliates, or any affiliate or family member of any of the Sponsor’s or any of its affiliates’ officers, directors or managers; (ii) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is such individual or a member of such individual’s immediate family or family, an affiliate of such Person, individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (v) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (i) through (viv) above; (vi) to the 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 other funds managed by such partnership; (vii) to PubCo; (viii) the Issuerexercise of stock options, including through a “net” or “cashless” exercise, or receipt of shares upon vesting of restricted stock units granted pursuant to an equity incentive plan; (ix) forfeitures of PubCo Common Stocks to satisfy tax withholding requirements upon the 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 liquidation, merger, 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 which results in all of PubCo’s shareholders having the right to exchange their PubCo Common Stocks for cash, securities or other property subsequent to the Closing Date; (xi) in connection with any legal, regulatory or other order; or (xii) in connection with any transfer or assignment permitted or provided in the SPAC SEC Filings; provided, however, that in the case of clauses (i) through (vi) such Permitted Transferees must enter into a duly executed joinder written agreement with PubCo agreeing to this Agreement in the form of Exhibit A hereto; provided, further, that no filing be bound by the Sponsor under transfer restrictions in this Section 2. (c) In order to enforce this Section 2, PubCo may impose stop-transfer instructions with respect to the Exchange Act Lock-Up Shares until the end of the Lock-Up Period. (d) For the avoidance of doubt, each Holder shall retain all of its rights as a shareholder of PubCo with respect to the 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 other public announcement shall be made waiver from any lock-up agreement (including voluntarilysuch holder a “Triggering Holder”) executed in connection with the Closing prior to the expiration of the Lock-Up Period, 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 Transfer except as otherwise compelled or required number of Lock-Up Shares, rounded down to comply with applicable law or legal process or any request the nearest whole security, equal to the product of (i) the total percentage of Lock-Up Shares held by a Governmental Entity or the rules Triggering Holder immediately following the consummation of any securities exchange, foreign securities exchange, futures exchange, commodities exchange or contract market; provided, further, the Closing that any Transfer pursuant to are being released from this Section 6(bAgreement multiplied by (ii) shall not involve a disposition for valuethe total number of Lock-Up Shares held by the Holders immediately following the consummation of the Closing.