Common use of Lock-Up Provisions Clause in Contracts

Lock-Up Provisions. (a) Subject to the exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”); (ii) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: on (iA) with respect to one-third fifty percent (1/350%) of the Restricted SecuritiesSecurities (excluding any Escrow Shares), the earlier of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Transaction”), and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities (including all Escrow Shares), the earliest of (x) the six one (61) -month anniversary of year after the date of the Closing (the “Expiration Date”)Closing, (y) the date on which the closing last sale price of the New Plum Pubco Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 12.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations after the Closinglike) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one-hundred and fifty (150) days after the Closing, Closing and (z) the date after the Closing on which the Purchaser Pubco consummates a liquidationSubsequent Transaction (the “Lock-Up Period”): (i) lend, mergeroffer, share exchange pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or other similar transaction that results in all of the Purchaser’s stockholders having the contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to exchange their equity holdings in the Purchaser for cashpurchase, securities or other property (a “Change of Control”); otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) with respect enter into any swap or other arrangement that transfers to one-third (1/3) another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) 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), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than the Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement, Holder’s Exchange Agreement and the Escrow Agreement) (I) by bona fide gift, including to charitable or educational institutions, (II) will or other testamentary document or intestate succession upon the death of Holder, (III) to any Permitted Transferee, (IV) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or (V) solely with respect to a transfer of all of the Restricted Securities owned by Holder (other than the Escrow Shares as described above) at such time in one transaction or a series of related transactions, pursuant to private block transfers to any person or entity or group of persons or entities; provided, however, that in any of cases (I), (II), (III), (IV) or (V) it shall be a condition to such transfer that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the term “Permitted Transferee” shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (B) any trust or other entity for the direct or indirect benefit of or for which any trustee or beneficiary is Holder or one or more members of the immediate family of Holder, (C) any entity or trust for bona fide estate or tax planning purposes, (D) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (E) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (F) to any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Pubco or the Purchaser Representative that are consistent with the foregoing or that are necessary to give further effect thereto. For the avoidance of doubt, one-third (1/31/3rd) of the Exchange Shares received by Holder (excluding any Escrow Shares) will not be Restricted Securities and will not be subject to any of the restrictions set forth in this Agreement. If any Exchange Shares are issued by Pubco after the Closing pursuant to Section 2.5 of the Business Combination Agreement, 1/3rd of such additional Exchange Shares will not be Restricted Securities, and the earliest remainder of such additional Exchange Shares will be additional Restricted Securities hereunder, with fifty percent (x50%) of such additional Restricted Securities being subject to the Expiration Date, Lock-Up Period described in clause (yA) the date on which the closing price of the New Plum Common Shares on first sentence of this Section 1(a) and the Nasdaq remaining fifty percent (or other principal stock exchange or quotation service on which 50%) of such shares then tradeadditional Restricted Securities being subject to the Lock-Up Period described in clause (B) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after of the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change first sentence of Controlthis Section 1(a).

Lock-Up Provisions. (a) Subject to The Holder agrees that it shall not effectuate a Transfer of the exceptions set forth herein, Pubco Ordinary Shares (including Pubco Ordinary Shares that are issued or issuable upon the exercise or conversion of the Pubco Warrants) that are held by the Holder during the period (the “Lock-Up Period”) commencing from the Merger Closing and ending on: until the earlier to occur of (i) with respect to one (1) year after the Share Acquisition Closing, (ii) one-third hundred and fifty (1/3150) of days after the Restricted SecuritiesShare Acquisition Closing, the earliest of (x) the six (6) -month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which if the closing price of the New Plum Common Pubco Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which during such shares then trade) period equals or exceeds Twelve Dollars ($12.50 12.00) per share (as equitably adjusted for stock share splits, stock share dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (ziii) the a date after the Share Acquisition Closing on which the Purchaser Pubco consummates a subsequent liquidation, merger, share exchange or other similar transaction that which results in all of the PurchaserPubco’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser Pubco Ordinary Shares for cash, securities or other property (a the “Change of ControlOrdinary Shares Lock-Up Period”);. (iib) with respect The Holder hereby agrees not to one-third (1/3) of Transfer any Pubco Warrants that are held by the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any Holder until thirty (30) trading day period commencing days after the ClosingMerger Closing (the “Warrant Lock-Up Period” and, together with the Ordinary Shares Lock-Up Period, the “Lock-Up Periods”, and each a “Lock-Up Period”). (c) Notwithstanding the provisions set forth in Section 1(a) or 1(b), Transfers of any Restricted Securities that are held by the Holder (and that have complied with this Section 1(c)) are permitted (i) to Pubco’s officers or directors, any Affiliates or immediate family members of any of Pubco’s officers or directors, any members of the Holder, or any Affiliates of the Holder, (ii) by gift to a member of the Holder’s immediate family or to a trust, the beneficiary of which is a member of the Holder’s immediate family, an Affiliate of such person or to a charitable organization, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order or in connection with a divorce settlement, (v) 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, (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 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 applicable Lock-Up Period, (vii) Transfers to the Holder to satisfy tax withholding obligations pursuant to the Holder’s equity incentive plans or arrangements, (viii) in connection with any bona fide mortgage, pledge or encumbrance to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof, and (zix) by private sales or transfers of the date after Transferring Warrants to the Closing on which PIPE Investors in accordance with either the Purchaser consummates PIPE Subscription Agreements or in connection with the consummation of the transactions contemplated by the Business Combination Agreement, provided, that in clauses (i) through (iv), the transferee must enter into a Change written agreement in substantially the form of Control; andthis Agreement, agreeing to be bound by the terms of the applicable Lock-up Period. If dividends are declared and payable in Pubco Ordinary Shares, such dividends will also be subject to the applicable Lock-up Period. (iiid) 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 one-third (1/3) the Restricted Securities of the Holder (and any permitted transferees and assigns thereof) until the end of the applicable Lock-Up Period. (e) 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 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.” (f) For the avoidance of any doubt, the Holder shall retain all of its rights as a shareholder of Pubco with respect to the Restricted Securities during the applicable Lock-Up Period, including the right to vote any Restricted Securities. (g) For the purposes of this Section 1, “Transfer” shall mean the earliest (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of (x) 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 Expiration Datemeaning 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, (yb) the date on which the closing price entry into any swap or other arrangement that transfers to another, in whole or in part, any of the New Plum Common Shares on the Nasdaq 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 of any intention to effect any transaction specified in clause (a) or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Controlb).

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (iA) with respect to one-third fifty percent (1/350%) of the Restricted Securities, ending on the earliest of (x) the six (6) -month month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing sale price of the New Plum Common Purchaser Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders ’ s shareholders having the right to exchange their equity holdings in the Purchaser Ordinary Shares for cash, securities or other property (a “Change of ControlSubsequent Transaction”); ) and (iiB) and with respect to one-third the remaining fifty percent (1/350%) of the Restricted Securities, ending on the earliest earlier of (x) the Expiration Date, six (y6) months after the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (zy) a Subsequent Transaction (such period, the date after “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, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the Closing on which the Purchaser consummates a Change economic consequences of Control; and (iii) with respect to one-third (1/3) ownership of the Restricted Securities, or (iii) publicly disclose the earliest intention to do any of the foregoing, whether any such transaction described in clauses (xi), (ii) or (iii) 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), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (defined below) or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the Expiration Datemembers of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the 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 (including adopted and step children and parents) of such person and his or her spouse or domestic partner and siblings), (y2) any trust for the date on which direct or indirect benefit of Holder or the closing price immediate family of Holder, (3) if Holder is a trust, to the New Plum Common Shares on trustor or beneficiary of such trust or to the Nasdaq estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to partners, stockholders, members of, or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations owners of similar equity interests in Holder upon the liquidation and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, dissolution of Holder and (z5) the date after the Closing on which to any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser consummates a Change of ControlRepresentative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Subject to Section 1(b) and the exceptions set forth hereinother terms of this Agreement, Sponsor and each Insider agrees that it shall not effectuate a Transfer of (i) the Base Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earlier of (x) six (6) months after the Closing and (y) the date following the Closing on which Holdings 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 “Base Lock-Up Period”) or (ii) the Special Restricted Securities during the period commencing from on the Closing Date and ending on: on the date that is the earliest of (iw) eighteen (18) months after the Closing, (x) with respect to one-third fifty percent (1/350%) of the Special Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing (the “Expiration Date”), (y) first trading day following the date on which the closing last reported sale price of the New Plum Common Holdings Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations after the Closinglike), (y) for any twenty with respect to fifty percent (2050%) trading days within any thirty (30) of the Special Restricted Securities, the first trading day period commencing after following the Closingdate on which the last reported sale price of Holdings Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) and (z) the date after following the Closing on which the Purchaser consummates Holdings completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s its stockholders having the right to exchange their equity holdings in the Purchaser shares of common stock for cash, securities or other property (a together with the Base Lock-Up Period, the “Change of ControlLock-Up Period”); . For purposes hereof, (iiA) the “Special Restricted Securities” shall mean a number of Holdings Ordinary Shares to be received by the Sponsor and the Insiders pursuant to the Business Combination Agreement (together with any dividends or distributions with respect to one-third such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions) equal to the aggregate number of Holdings Ordinary Shares that the Company and SPAC, in their respective sole discretion, provide to PIPE Investors as an incentive to enter into the applicable Subscription Agreement (1/3including, if any PIPE Investor is purchasing Holdings Ordinary Shares at a price lower than $10.10 per share, the number of Holdings Ordinary Shares that would have been provided to the PIPE investor to incentivize the PIPE Investor to purchase Holdings Ordinary Shares at $10.10 per share), provided that the number of Special Restricted Securities shall not exceed 3,552,500 Holdings Ordinary Shares, (B) the “Base Restricted Securities” shall mean a number of Holdings Ordinary Shares to be received by the Sponsor and the Insiders pursuant to the Business Combination Agreement (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions) equal to 6,660,938 minus the number of Special Restricted Securities, the earliest of and (xC) the Expiration Date, (y) “Restricted Securities” shall mean the date on which Special Restricted Securities and the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect to one-third (1/3) of the Base Restricted Securities, together. 1 Note to Draft: Insiders to be removed as parties to the earliest of (x) extent all Restricted Securities are held by the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Sponsor immediately following Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.

Lock-Up Provisions. (a) Subject to Holder hereby agrees not to, without the exceptions set forth hereinprior written consent of Pubco, during the period (the “Lock-Up Period”) commencing from the Closing Date and ending on: (i) with respect to one-third (1/3) of on the Restricted Securities, the earliest earlier of (xA) the six (6) -month month anniversary of the date Closing Date (the “Anniversary Release”) provided that, in the event the S-1 registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) by Pubco to register the sale of the Pubco Class A Stock underlying the convertible notes issued by Pubco at the Closing (the “Expiration DateRegistration Statement”)) has not been declared effective on or prior to the Anniversary Release, then the Anniversary Release will be deemed to be the date such Registration Statement is declared effective by the SEC, (yB) the date on which the closing price of the New Plum Common Shares on the Nasdaq (Pubco consummates a liquidation, merger, capital stock exchange, reorganization or other principal stock similar transaction that results in all of its stockholders having the right to exchange their shares of Pubco Stock for cash, securities or quotation service on other property and (C) the date upon which such shares then tradethe VWAP (as defined in the Business Combination Agreement) of Pubco Class A Stock equals or exceeds $12.50 12.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days Trading Days (as defined in the Business Combination Agreement) within any consecutive thirty (30) trading day Trading Day period commencing after the Closing, and (z) the date any time 150 days after the Closing on which Date: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the Purchaser consummates a liquidationmeaning of Section 16 of the Securities and Exchange Act of 1934, mergeras amended, share exchange and the rules and regulations of the SEC promulgated thereunder with respect to, any Restricted Securities; (ii) enter into any swap or other similar arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Restricted Securities, whether any such transaction that results is to be settled by delivery of such securities, in cash or otherwise; or (iii) publicly announce the 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”). The foregoing sentence shall not apply to the transfer of any or all of the Purchaser’s stockholders having the right to exchange their equity holdings Restricted Securities owned by Holder (each, a “Permitted Transferee”): (I) in the Purchaser for cashcase of an entity, securities transfers (1) to another entity that is an Affiliate of the Holder, (2) as part of a distribution to members, partners or stockholders of Holder and (3) to officers or directors of Holder, any Affiliate or family member of any of Holder’s officers or directors, or to any members, officers, directors or employees of Holder or any of its Affiliates; (II) in the case of an individual, transfers by gift to members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an Affiliate of such person; (III) to a charitable organization; (IV) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (V) in the case of an individual, transfers pursuant to a qualified domestic relations order; (VI) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (VII) transfers to satisfy any U.S. federal, state, or local income tax obligations of Holder (or its direct or indirect owners) to the extent necessary to cover any tax liability as a direct result of the Transactions; or (VIII) in the form of a pledge of Restricted Securities in a bona fide transaction as collateral to secure obligations pursuant to lending or other property financing arrangements between a Holder (or its Affiliates), on the one hand, and a “Change third party, on the other hand, for the benefit of Control”); (ii) such Holder and/or its Affiliates; provided, however, that during the Lock-Up Period such third party shall not be permitted to foreclose upon such Restricted Securities or otherwise be entitled to enforce its rights or remedies with respect to one-third (1/3) of the Restricted Securities, including, without limitation, the earliest right to vote, transfer or take title to or ownership of such Restricted Securities; provided, however, that it shall be a condition to any transfer pursuant to clauses (xI) through (VIII) above that the Expiration DatePermitted Transferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities 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. H▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the foregoing or that are necessary to give further effect thereto. The restrictions set forth herein shall not restrict Holder from making a request for inclusion of its Restricted Securities in any registration statement pursuant to any registration rights agreement between Pubco and the Holder, provided that no public filing or public disclosure relating to such sale of securities is made during the Lock-Up Period. (yb) If any Prohibited Transfer is made or attempted contrary to the date on which the closing price provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and Pubco shall refuse to recognize any such purported transferee of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (Restricted Securities as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) one of its equity holders for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closingpurpose. In order to enforce this Section 1, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) Pubco may impose stop-transfer instructions with respect to one-third the Restricted Securities of Holder (1/3and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any Restricted Securities 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 [●], 2025, BY AND BETWEEN 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.” (d) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of Pubco during the Lock-Up Period, including the right to vote any Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: on the earlier of (i) with respect to one-third fifty percent (1/350%) of the each type of Restricted Securities, the earliest of Securities (x) the six one (61) -month year anniversary of the date of the Closing (the “Expiration Date”)Closing, (y) the date on which the closing price of the New Plum Purchaser Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations the like occurring after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after twenty (20) trading days prior to the six (6) month anniversary of the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of ControlSubsequent Transaction”); , and (ii) with respect to one-third the remaining fifty percent (1/350%) of the each type of Restricted Securities, the earliest of Securities (x) the Expiration Date, one (1) year anniversary of the date of the Closing and (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change Subsequent Transaction: (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, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Control; and (iii) with respect to one-third (1/3) the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the earliest intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) 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), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than any Escrow Securities until such Escrow Securities are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Business Combination Agreement and the Escrow Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (as defined below) or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. For the avoidance of doubt, (x) no such agreement (subjecting a Permitted Transferee to the Expiration Date, provisions of this Agreement) shall in any way extend the Lock-Up Period and (y) when applying the date on which definition of “Permitted Transferee” to determine whether a Transfer by a Permitted Transferee who has received Restricted Units is a Permitted Transfer, any reference in the closing price definition of Permitted Transferee to Holder shall be deemed to be a reference to such Permitted Transferee then seeking to be the transferor of Restricted Securities. As used in this Agreement, the term “Permitted Transferee” shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the New Plum Common Shares on following: such person’s spouse, the Nasdaq siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or other principal stock exchange her spouses and siblings), (B) any trust for the direct or quotation service on which indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, the trustor or beneficiary of such shares then tradetrust or to the estate of a beneficiary of such trust, (D) equals if Holder is an entity, as a distribution to limited partners, shareholders, members of, or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closingowners of similar equity interests in Holder, and (zE) the date after the Closing on which any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by Purchaser or the Purchaser consummates a Change of ControlRepresentative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (iA) with respect to one-third fifty percent (1/350%) of the Restricted Securities, ending on the earlier of (x) one (1) year after the date of the Closing, and (y) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (a “Subsequent Transaction”) and (B) with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earliest of (x) the six one (61) -month year anniversary of the date of the Closing (the “Expiration Date”)Closing, (y) the date after the Closing on which Pubco consummates a Subsequent Transaction and (z) the date on which the closing sale price of the New Plum Common Pubco Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after (the Closing“Lock-Up Period”): (i) lend, and (z) the date after the Closing on which the Purchaser consummates a liquidationoffer, mergerpledge, share exchange hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or other similar transaction that results in all of the Purchaser’s stockholders having the contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to exchange their equity holdings in the Purchaser for cashpurchase, securities or other property (a “Change of Control”); otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) with respect enter into any swap or other arrangement that transfers to one-third (1/3) another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (provided, however, that for the avoidance of doubt, the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company or Pubco) (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than its rights to the Holdback Shares until such Holdback Shares are issued to Holder in accordance with the terms and conditions of the Business Combination Agreement) (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to Pubco and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to one-third any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (1/3including adopted and step children and parents) of such person and his or her spouses and siblings), (2) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (3) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder. Notwithstanding the foregoing, Holder may create a charge over the Restricted Securities or otherwise grant a security interest over or create any encumbrance over the Restricted Securities, provided that such charge, security interest or encumbrance can only be enforced after the earliest of (x) the Expiration Date, (y) the date on which the closing price end of the New Plum Common Lock-Up Period; and provided, further, that Holder may not create any such charge, security interest or encumbrance with respect to its rights to any Holdback Shares on until such Holdback Shares are actually issued in accordance with the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlBusiness Combination Agreement.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) A), with respect to one-third fifty percent (1/350%) of each type of the Restricted Securities, ending on the earliest of (x) the six one (61) -month year anniversary of the date of the Closing, (y) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (the a “Expiration DateSubsequent Transaction”), and (yz) the date on which the closing sale price of the New Plum Common Purchaser Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock share splits, stock share dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (zB), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidationSubsequent Transaction, merger(the “Lock-Up Period”): (i) lend, share exchange offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or other similar transaction that results in all of the Purchaser’s stockholders having the contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to exchange their equity holdings in the Purchaser for cashpurchase, securities or other property (a “Change of Control”); otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) with respect enter into any swap or other arrangement that transfers to one-third (1/3) another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect publicly disclose the intention to one-third do any of the foregoing, whether any such transaction described in clauses (1/3i), (ii), or (iii) 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), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted SecuritiesSecurities owned by Holder (other than Escrow Shares until such Escrow Shares are disbursed to such Holder from the Escrow Account in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement), (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the earliest of term “Permitted Transferee” shall mean: (x1) the Expiration Datemembers of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (y2) any trust for the date on which direct or indirect benefit of Holder or the closing price immediate family of Holder, (3) if Holder is a trust, to the New Plum Common Shares on trustor or beneficiary of such trust or to the Nasdaq estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Controlentity controlled by Holder.

Lock-Up Provisions. (a) Subject to Notwithstanding the exceptions provisions set forth hereinin Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during the period Lock-up Period to (i) to Acquiror’s officers or directors, (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (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 a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) by virtue of the laws of the State of Delaware or the Stockholder limited partnership agreement 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 “Lock-Up PeriodTransfer Restriction”) commencing from ), except in accordance with the Closing and ending onfollowing: (i) during the First Lock-Up Period, the Transfer Restriction shall expire with respect to oneten million (10,000,000) Lock-third (1/3) of the Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing Up Shares (the “Expiration DateFirst Tranche”), upon the earlier to occur of (yi) the date on which the closing last reported sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 90 days after the Closing on which Date or (ii) one year after the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after the expiration of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”First Lock-Up Period); (ii) during the Second Lock-Up Period, the Transfer Restriction shall expire with respect to onean additional twenty million (20,000,000) Lock-third Up Shares (1/3) of the Restricted Securities“Second Tranche”), upon the earliest earlier to occur of (x) the Expiration Date, (yi) the date on which the closing last reported sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $15.00 12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 330 days after the Closing Date or (ii) eighteen months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the Second Tranche after the expiration of the Second Lock-Up Period); (iii) on the date on which post-merger Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of post-merger Acquiror’s stockholders having the Purchaser consummates a Change of Controlright to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares; and (iiiiv) eighteen (18) months after the Closing Date, the Transfer Restriction shall expire with respect to oneany Lock-third Up Shares held by or subsequently acquired by the Stockholder that exceeds a total share ownership in post-merger Acquiror of 50.1% on a fully-diluted basis. (1/3c) of Notwithstanding the Restricted Securitiesforegoing, if at any time the earliest of (x) the Expiration Date, (y) the date on which the closing sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $17.50 20.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 90 days after the Closing Date, then the date of commencement as well as the end date, where applicable, of each period set forth in Sections 2(b)(i), 2(b)(ii), 2(b)(iii) and 2(b)(iv) shall be accelerated by three (3) months; (d) The per share stock prices referenced in this Agreement will be equitably adjusted on which account of any changes in the Purchaser consummates equity securities of Acquiror by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (e) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Acquiror 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 1, Acquiror may impose stop-transfer instructions with respect to the Lock-Up Shares (and any permitted transferees and assigns thereof) until the end of the First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, as applicable. (f) 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 Change 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 [●], 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.” (g) For the avoidance of Controlany doubt, the Stockholder shall retain all of its rights as a shareholder of Acquiror with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.

Lock-Up Provisions. (a) Subject to The Company Shareholder hereby agrees not to, without the exceptions set forth hereinprior written consent of Plum, during (1) Transfer any Restricted Securities from and after the period Closing and until the date that is one hundred and eighty days (180) days after the date of the Closing (the “Lock-Up Period”); provided, that the Restricted Securities may be Transferred (as defined below) commencing from prior to the Closing and ending on: end of the Lock-Up Period as follows: (i) with respect to one-third of the Restricted Securities will be released from the Lock-Up Period if the volume weighted average price (1/3“VWAP”) of the Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock share splits, stock dividendsshare capitalizations, reorganizations reorganizations, recapitalizations and recapitalizations after the Closingother similar transactions) for any twenty (20) 20 trading days within any thirty 30-day trading period, (ii) one-third of the Restricted Securities will be released if the VWAP of the Plum Shares equals or exceeds $15.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-day trading period and (iii) one-third of the Restricted Securities may be released if the VWAP of the Plum Shares equals or exceeds $17.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-day period commencing after the Closingtrading period, and (z2) from and after the execution of the Combination Agreement and until the end of the Lock-Up Period, directly or indirectly, engage in any short sales or other hedging or derivative transactions in respect of the Restricted Securities; provided that the foregoing restrictions shall not apply to the Transfer of any or all of the Restricted Securities owned by the Company Shareholder made in respect of a Permitted Transfer (as defined below); provided, further, that in any of case of a Permitted Transfer under clauses (A)-(F), it shall be a condition to such Transfer that the transferee executes and delivers to Plum an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Company Shareholder, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean (i) the date after sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, loan, placing of a lien or other encumbrance on, grant of any option, right or warrant to purchase or other disposal 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 Closing on meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, in each case with respect to any security, including any Restricted Security, (ii) entry into any swap, hedging, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, including any Restricted Security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement or disclosure of any action or intention to effect any transaction specified in clause (i) or (ii). As used in this Agreement, the term “Permitted Transfer” shall mean a Transfer made: (A) in the case of the Company Shareholder being an individual, by gift to a member of the individual’s immediate family, or to a trust or other estate planning vehicle, the beneficiary of which is a member of the Purchaser consummates individual’s immediate family or an affiliate of such person; (B) as a bona fide gift, or to a charitable organization or educational institution; (C) in the case of the Company Shareholder being an individual or a trust, by virtue of laws of descent and distribution upon death of the Company Shareholder; (D) in the case of the Company Shareholder being an individual, by operation of law pursuant to orders of a court or regulatory agency, a qualified domestic relations order or negotiated divorce settlement; (E) in the case of the Company Shareholder being an entity or trust, to its affiliates, subsidiaries, partners, limited partners, managers, members, equityholders, shareholders, trustors or beneficiaries, or to any investment fund or other entity that controls, is controlled by, manages, is managed by or is under common control with the undersigned (including, for the avoidance of doubt, if the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership and, if the undersigned is a trust, to a trustor or beneficiary of the trust); (F) in the case of a Company Shareholder being an entity or trust, by virtue of applicable Law or the Company Shareholder’s organizational documents upon liquidation or dissolution of the Company Shareholder; (G) in connection with the consummation of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the PurchaserPlum’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser Plum Shares for cash, securities or other property property; (a “Change H) in the case of Control”the Company Shareholder being an entity, to the Company Shareholder’s officers or directors, any affiliate or family member of any of the Company Shareholder’s officers or directors; (I) to the Company pursuant to any contractual arrangement in effect on the date of the Agreement that provides for the repurchase of the Restricted Securities by the Company, provided that such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period in connection with any such Transfer (other than Form 13F filings filed with the SEC); ; (J) in connection with the conversion of any convertible security into, or the exercise of any option or warrant for, Plum Shares; provided that (i) any such Plum Shares received by the Company Shareholder shall be subject to the terms of this Agreement and (ii) such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period (other than Form 13F filed with the SEC); (K) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (A) through (I) above; and (J) pursuant to a bona fide tender offer for shares of the Company’s capital stock, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a Change of Control (as defined below) of the Company (including without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the Company Shareholder may agree to transfer, sell, tender or otherwise dispose of Plum Shares or other securities in connection with such transaction) that has been approved by the Board of Directors of the Company; provided that, in the event that such Change of Control transaction is not consummated, this clause (J) shall not be applicable and the Company Shareholder’s shares and other securities shall remain subject to the restrictions contained in this Agreement; provided, that in the case of any Transfer pursuant to clauses (A) through (H), such Transfer is not required to be reported with the SEC on Form 4 in accordance with Section 16 under the Exchange Act and no other public announcement shall be voluntarily made during the Lock-Up Period (other than (1) any required filings on Form 13F, or Schedule 13G under the Exchange Act, and (2) in the case of any Transfer pursuant to clauses (A) and (B), any Form 4 or Form 5 required to be filed under the Exchange Act if the Holder is subject to Section 16 reporting with respect to one-third (1/3) the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the Restricted Securitiestransfer or disposition). Further, the earliest establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Plum Shares shall not be a Transfer, provided that (xi) such plan does not provide for the Expiration Date, transfer of Plum Shares during the Lock-Up Period and (yii) no filing under the date on which the closing price of the New Plum Common Shares on the Nasdaq (Exchange Act or other principal stock exchange public announcement shall be required or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after shall be voluntarily made during the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect to oneLock-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlUp Period.

Lock-Up Provisions. (a) Subject to Holder hereby agrees not to, without the exceptions set forth hereinprior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) with respect to one-third (1/3) of on the Restricted Securities, the earliest earlier of (xA) the six one (61) -month year anniversary of the date of the Closing Closing; (the “Expiration Date”), (yB) the date on which the closing price of the New Plum Common PubCo Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) the PubCo Ordinary Shares are listed equals or exceeds $12.50 20.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations after the Closinglike) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, and (z) the date after the Closing on which the Purchaser PubCo consummates a liquidation, merger, share exchange capital stock exchange, reorganization, or other similar transaction that results in all of the PurchaserPubCo’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser PubCo Ordinary Shares for cash, securities or other property property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree 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 respect to any Restricted Securities owned by Holder, (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 owned by Holder, 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 “Change of ControlProhibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”): (i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates; (ii) with respect in the case of an individual, transfers by gift to one-third members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (1/3iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the Restricted Securitiesundersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the earliest vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period; (ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and (x) the Expiration Dateentry, (y) by the date on which Holder, at any time after the closing price effective time of the New Plum Common Merger, of any trading plan providing for the sale of PubCo Ordinary Shares on by the Nasdaq Securityholder, 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 PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock- Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or other principal stock exchange sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or quotation service on which of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such shares then tradeagreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto. (b) equals If any Prohibited Transfer is made or exceeds $15.00 per share (attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) one of its equity holders for any twenty purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (20and Permitted Transferees and assigns thereof) trading days within until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any thirty Restricted Securities 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 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (30THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES 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 expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities. (d) trading day period commencing after For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities. (e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and (zwithout any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(h)(iii) of the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to one-third such Company Options. (1/3f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Restricted SecuritiesMerger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlLock-Up Period.

Lock-Up Provisions. (a) Subject to Section 2(b), Holder agrees that it shall not Transfer any Restricted Securities beginning on the exceptions set forth hereinClosing Date and ending on: i. If the Restricted Securities are received by Holder as Closing Merger Consideration from the exchange or conversion of Sarcos Preferred Stock or Sarcos Warrants, during then fifty percent (50%) of such Restricted Securities may be Transferred beginning at the earlier to occur of (i) the close of business on the one hundred and twentieth (120th) day after the Closing, provided that the average closing price of the Rotor Common Shares as reported on the [Stock Exchange] exceeds $13.00 for twenty (20) trading days in any thirty (30) consecutive trading day period prior to such Transfer and (ii) the close of business on the six (6) month anniversary of the Closing. The remaining fifty percent (50%) of such Restricted Securities may be Transferred beginning on the close of business on the one (1) year anniversary of the Closing Date. ii. If the Restricted Securities are received by Holder as Closing Merger Consideration from the exchange or conversion of Sarcos Common Stock, Sarcos Options, Sarcos RSUs, Sarcos RSAs (or any of them), then twenty percent (20%) of the such Restricted Securities may be Transferred beginning at the earlier to occur of (w) the close of business on the one hundred and twentieth (120th) day after the Closing, provided that the average closing price of the Rotor Common Shares as reported on the [Stock Exchange] exceeds $13.00 for twenty (20) trading days in any thirty (30) consecutive trading day period prior to such Transfer and (x) the close of business on the one hundred and eightieth (180th) day after the Closing. The remaining eighty percent (80%) of the such Restricted Securities may be Transferred beginning upon the earlier to occur of (x) such time as the Company or any of its subsidiaries have delivered to one or more customers at least twenty (20) Guardian® XO® and/or Guardian® XT commercial units to customers of the Constituent Corporations (but in no event prior to the close of business on the one (1) year anniversary of the Closing and (y) the close of business on the two (2) year anniversary of the Closing Date. (in the case of (i) and (ii), such period with respect to Holder’s applicable Restricted Securities, the “Lock-Up Period”) commencing from the Closing and ending on:). (ib) with respect to one-third Notwithstanding the provisions set forth in Section 2(a), one hundred percent (1/3100%) of the Restricted SecuritiesSecurities may be Transferred in connection with or following the occurrence of a Liquidity Event, and Holder or its Permitted Transferees may Transfer the Restricted Securities during the Lock-Up Period: (A) in the case that Holder is an individual, by gift to the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other natural person with whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin, to an estate planning vehicle or to a trust, the earliest beneficiary of (x) the six (6) -month anniversary which is a member of the date individual’s immediate family, or to a charitable organization; (B) in the case that Holder is an individual, by virtue of laws of descent and distribution upon death of Holder; (C) in the case that Holder is an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (D) to a nominee or custodian of a person to whom a Transfer would be permitted under clauses (A) through (C) above; (E) to any members, partners, beneficial owners or shareholders of Holder or any Affiliates of Holder; (F) by virtue of applicable law or Holder’s organizational documents upon liquidation or dissolution of Holder; (G) to Rotor in connection with the repurchase of such Holder’s shares in connection with the termination of Holder’s employment with Rotor or its subsidiaries pursuant to contractual agreements with Rotor; (H) to satisfy tax withholding obligations in connection with the exercise of options to purchase Rotor Common Shares or the vesting and/or settlement of Rotor restricted stock or stock-based awards (including options and awards assumed by Rotor or otherwise issued in exchange for Sarcos Options, Sarcos RSUs or Sarcos RSAs); (I) in payment on a “net exercise” or “cashless” basis of the Closing exercise or purchase price with respect to the exercise of options to purchase shares of Rotor Common Shares (including options assumed by Rotor); or (J) in connection with any court order or order from a Governmental Entity requiring the sale of such Restricted Securities; provided, however, that in the case of clauses (A) through (F) such transferee must enter into a written agreement with Rotor, in substantially the same form of this Agreement, stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement and shall be deemed to be a Holder for purposes of this Agreement, and there shall be no further Transfer of such Restricted Securities except in accordance with this Agreement; provided, further, for the avoidance of doubt, a Holder shall not be limited in filing (or participation in the filing) of a registration statement with the SEC in respect of any restricted stock or stock-based awards the Transfer of which is or may be necessary to satisfy tax withholding obligations in connection with the vesting and/or settlement of such restricted stock or stock-based awards. (c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and Rotor shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. (d) During the Lock-up Period, Holder agrees and consents to the entry of stop transfer instructions with Rotor’s transfer agent and registrar against the transfer of Restricted Securities held by Holder, except in compliance with the foregoing restrictions, and further agrees that stop transfer orders shall be placed against the Restricted Securities and each certificate or book entry position statement evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends: “Expiration DateTHE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF APRIL 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES 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.” (ye) For the avoidance of any doubt, (i) if and to the extent Holder’s Restricted Securities include issued and outstanding shares of Rotor Common Shares, Holder shall retain all of its rights as a stockholder of Rotor during the Lock-up Period, including the right to vote any Restricted Securities that such Holder is entitled to vote, and to receive any dividends and distributions in respect of any Restricted Securities, and (ii) the date on which the closing price of the New Plum restrictions contained in Section 2(a) shall not apply to any Rotor Common Shares on the Nasdaq or other securities of Rotor acquired by Holder in open market transactions or in any public or private capital raising transactions of Rotor or otherwise to any Rotor Common Shares (or other principal stock exchange or quotation service on which such shares then tradesecurities of Rotor) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”); (ii) with respect to one-third (1/3) of than the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: on the earlier of, (i) with respect to one-third fifty percent (1/350%) of each type of the Restricted SecuritiesSecurities (including Escrow Shares), the earliest of (x) the six (6) -month month anniversary of the date of the Closing (the “Expiration Date”)Closing, (y) the date on which the closing sale price of the New Plum Common Purchaser Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock share splits, stock share dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of ControlSubsequent Transaction”); , and (ii) with respect to one-third the remaining fifty percent (1/350%) of the Restricted Securities, the earliest of (x) the Expiration Date, one (1) year anniversary of the date of the Closing and (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and Subsequent Transaction (iii) with respect to onethe “Lock-third (1/3) of Up Period”): sell, transfer, assign, pledge, hypothecate or otherwise dispose of, directly or indirectly, the Restricted Securities, or publicly disclose the earliest intention to do any of the foregoing (xa “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (other than Escrow Shares until such Escrow Shares are disbursed to Holder from the Escrow Account in accordance with the terms and conditions of the Share Exchange Agreement and the Escrow Agreement) (i) by gift, will or intestate succession upon the death of Holder, (ii) to any Permitted Transferee, (iii) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (i), (ii) or (iii) it shall be a condition to such transfer that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the term “Permitted Transferee” shall mean: (I) Purchaser’s officers, directors or their respective affiliates, (II) the Expiration Datemembers of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (yIII) any trust for the date on which direct or indirect benefit of Holder or the closing price immediate family of Holder, (IV) if Holder is a trust, to the New Plum Common Shares on trustor or beneficiary of such trust or to the Nasdaq estate of a beneficiary of such trust, (V) as a distribution to partners, shareholders, members of, or other principal stock exchange owners of similar equity interests in Holder upon the liquidation and dissolution of Holder, or quotation service on which (VI) to any affiliate of Holder. Holder further agrees to execute such shares then trade) equals agreements as may be reasonably requested by Purchaser or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlRepresentative that are consistent with the foregoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Subject to Section 1(b) and the exceptions set forth hereinother terms of this Agreement, Sponsor and each Insider agrees that it shall not effectuate a Transfer of (i) the General Restricted Securities during the period (the “Lock-Up Period”) commencing from on the Closing Date and ending on: (i) with respect to one-third (1/3) of on the Restricted Securities, date that is the earliest of (xa) the six (6) -month anniversary of the date of months after the Closing and (the “Expiration Date”), (yb) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after following the Closing on which the Purchaser consummates PubCo completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s its stockholders having the right to exchange their equity holdings in the Purchaser shares of common stock for cash, securities or other property (a the “Change of ControlGeneral Lock-Up Period”); ) and (ii) with respect to one-third (1/3) of the Private Placement Restricted Securities, Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (x) thirty (30) days after the Expiration Date, Closing and (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after 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 Purchaser consummates a Change right to exchange their shares of Control; and common stock for cash, securities or other property (iiithe “Private Placement Lock-Up Period,” and together with the General Lock-Up Period, as applicable, the “Lock-Up Period”. For purposes hereof, (A) the “General Restricted Securities” shall mean the PubCo Ordinary Shares issued to the Sponsor or the Insiders in exchange for the SPAC Class A Ordinary Shares received by Sponsor or the Insiders upon conversion of the SPAC Class B Ordinary Shares, pursuant to the Business Combination Agreement (together with any dividends or distributions with respect to one-third such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions), (1/3B) of the “Private Placement Restricted Securities” shall mean the PubCo Ordinary Shares issued to the Sponsor pursuant to the Business Combination Agreement in exchange for the Private Placement Securities following the Unit Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions) and (C) the “Restricted Securities” shall mean the General Restricted Securities and the Private Placement Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Controltogether.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: , (i) with respect to one-seventy five percent (75%) of the Restricted Securities, the earlier of (x) the six (6)-month anniversary of the date of the Closing and (y) the date after the Closing on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property (1/3a “Subsequent Sale”); and (ii) with respect to the remaining twenty five percent (25%) of the Restricted Securities, the earliest of (x) the six (6) -month 6)-month anniversary of the date of the Closing (the “Expiration Date”)Closing, (y) the date on which the closing price of the New Plum Common Pubco Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 6.875 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, Closing and (z) the date after the Closing on which the Purchaser consummates Pubco completes a liquidationSubsequent Sale: (A) lend, mergeroffer, share exchange 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, directly or indirectly, any Restricted Securities, (B) enter into any swap or other similar transaction arrangement that results transfers to another, in all whole or in part, any of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change economic consequences of Control”); (ii) with respect to one-third (1/3) ownership of the Restricted Securities, or (C) publicly disclose the earliest intention to do any of the foregoing, whether any such transaction described in clauses (xA), (B) or (C) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Prohibited Transfer”). (b) The foregoing paragraph 1(a) shall not apply to: (i) the Expiration Datetransfer of any or all of the Restricted Securities owned by Holder (1) by gift, will, or intestate succession upon the death of ▇▇▇▇▇▇, (y2) to any Permitted Transferee (as defined below) or (3) pursuant to a court order or settlement agreement related to the date on which distribution of assets in connection with the closing price dissolution of marriage or civil union; provided, however, that in the case of any of clauses (1), (2) or (3), it shall be a condition to such transfer that the transferee executes and delivers to Pubco an agreement stating that the transferee is receiving and holding the Restricted Securities 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; (ii) transactions relating to shares of CHC Common Stock or other securities acquired in open market transactions after the completion of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of CHC Common Stock, provided, that (a) such plan does not provide for the transfer of CHC Common Stock during the Lock-Up Period and (b) no public announcement or filing under the Exchange Act is required of or voluntarily made by or on behalf of the undersigned or CHC regarding the establishment of such plan; or (iv) the exercise of any stock option issued pursuant to CHC’s existing stock option plan, including any exercise effected by the delivery of shares of CHC Common Stock held by the undersigned to CHC. As used in this Agreement, the term “Permitted Transferee” shall mean: (i) the members of ▇▇▇▇▇▇’s immediate family (for purposes of this Agreement, “immediate family” shall mean, with respect to one-third any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (1/3including adopted and stepchildren and parents) of such person and his or her spouses and siblings); (ii) any trust for the Restricted Securitiesdirect or indirect benefit of Holder or the immediate family of Holder; (iii) if Holder is a trust, the earliest trustor or beneficiary of such trust or to the estate of a beneficiary of such trust; (xiv) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the Expiration Date, (y) the date on which the closing price liquidation and dissolution of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, Holder; and (zv) any affiliate of Holder. ▇▇▇▇▇▇ further agrees to execute such agreements as may be reasonably requested by Pubco that are consistent with the date after the Closing on which the Purchaser consummates a Change of Controlforegoing or that are necessary to give further effect thereto.

Lock-Up Provisions. (a) Subject to Holder hereby agrees not to, without the exceptions set forth hereinprior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) with respect to one-third (1/3) of on the Restricted Securities, the earliest earlier of (xA) the six one (61) -month year anniversary of the date of the Closing Closing; (the “Expiration Date”), (yB) the date on which the closing price of the New Plum Common PubCo Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) the PubCo Ordinary Shares are listed equals or exceeds $12.50 20.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations after the Closinglike) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, and (z) the date after the Closing on which the Purchaser PubCo consummates a liquidation, merger, share exchange capital stock exchange, reorganization, or other similar transaction that results in all of the PurchaserPubCo’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser PubCo Ordinary Shares for cash, securities or other property property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree 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 respect to any Restricted Securities owned by Holder, (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 owned by Holder, 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 “Change of ControlProhibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”): (i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates; (ii) with respect in the case of an individual, transfers by gift to one-third members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (1/3iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the Restricted Securitiesundersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the earliest vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period; (ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and (x) the Expiration Dateentry, (y) by the date on which Holder, at any time after the closing price effective time of the New Plum Common Merger, of any trading plan providing for the sale of PubCo Ordinary Shares on by the Nasdaq Securityholder, 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 PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or other principal stock exchange sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or quotation service on which of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such shares then tradeagreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto. (b) equals If any Prohibited Transfer is made or exceeds $15.00 per share (attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) one of its equity holders for any twenty purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (20and Permitted Transferees and assigns thereof) trading days within until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any thirty Restricted Securities 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 5, 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (30THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES 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 expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities. (d) trading day period commencing after For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities. (e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and (zwithout any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(g)(iii) of the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to one-third such Company Options. (1/3f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Restricted SecuritiesMerger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlLock-Up Period.

Lock-Up Provisions. (a) Subject Notwithstanding any terms to the contrary in the Engagement Letter, and subject to the exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) with respect to one-third (1/3) of the Restricted SecuritiesLock-up Shares, the earliest of (x) the six five (6) -month 5)- month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”); (ii) with respect to one-third (1/3) of the Restricted SecuritiesLock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect to one-third (1/3) of the Restricted SecuritiesLock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.;

Lock-Up Provisions. (a) Subject to Holder hereby agrees not to, without the exceptions set forth hereinprior written consent of PubCo in accordance with Section 2(h), during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) with respect to one-third (1/3) of on the Restricted Securities, the earliest earlier of (xA) the six one (61) -month year anniversary of the date of the Closing Closing; (the “Expiration Date”), (yB) the date on which the closing price of the New Plum Common PubCo Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) the PubCo Ordinary Shares are listed equals or exceeds $12.50 20.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations reorganizations, recapitalizations and recapitalizations after the Closinglike) for any twenty (20) 20 trading days within any thirty (30) -trading day period commencing at least 180 days after the date hereof; (C) with respect to 25% of the Restricted Securities owned by Holder, the date on which the closing price of the PubCo Ordinary Shares on the stock exchange on which the PubCo Ordinary Shares are listed equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof and (B) subsequent to the Closing, and (z) the date after the Closing on which the Purchaser PubCo consummates a liquidation, merger, share exchange capital stock exchange, reorganization, or other similar transaction that results in all of the PurchaserPubCo’s stockholders shareholders having the right to exchange their equity holdings in the Purchaser PubCo Ordinary Shares for cash, securities or other property property: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree 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 respect to any Restricted Securities owned by Holder, (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 owned by Holder, 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 “Change of ControlProhibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (each, a “Permitted Transferee”): (i) in the case of an entity, transfers (A) to another entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, (B) as part of a distribution to members, partners or shareholders of the undersigned and (C) to officers or directors, any current or future affiliate or family member of any of Holder’s officers or directors, or to any member(s), officers, directors or employees of Holder or any of its current or future affiliates; (ii) with respect in the case of an individual, transfers by gift to one-third members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (1/3iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers by operation of law or pursuant to a court order, such as a qualified domestic relations order, divorce decree or separation agreement; (v) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the undersigned and/or the immediate family (as defined below) of the Restricted Securitiesundersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (vi) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (viii) the exercise of stock options or warrants to purchase PubCo Ordinary Shares or the vesting of stock awards of PubCo Ordinary Shares and any related transfer of PubCo Ordinary Shares to PubCo in connection therewith for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the earliest vesting of such options, warrants or stock awards, or as a result of the vesting of such PubCo Ordinary Shares, it being understood that all PubCo Ordinary Shares received upon such exercise, vesting or transfer will remain subject to the restrictions of this Lock-Up Agreement during the Lock-Up Period; (ix) Transfers to PubCo pursuant to any contractual arrangement in effect at the effective time of the Merger that provides for the repurchase by PubCo or forfeiture of PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares in connection with the termination of the Holder’s service to PubCo; and (x) the Expiration Dateentry, (y) by the date on which Holder, at any time after the closing price effective time of the New Plum Common Merger, of any trading plan providing for the sale of PubCo Ordinary Shares on by the Nasdaq Securityholder, 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 PubCo Ordinary Shares during the Lock-Up Period and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period; provided, however, that it shall be a condition to any transfer pursuant to clauses (i) through (vii) above that the Permitted Transferee of such Transfer shall enter into a written agreement, in substantially the form of this Lock-Up Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Holder and not to the immediate family of the transferee), stating that such permitted transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Lock-Up Agreement, and that there shall be no further transfer of such Lock-Up Shares except in accordance with this Lock-Up Agreement. For purposes of this paragraph 2, “immediate family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or other principal stock exchange sister, in each case, of the undersigned, and lineal descendant (including by adoption) of the undersigned or quotation service on which of any of the foregoing persons; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended. Holder further agrees to execute such shares then tradeagreements as may be reasonably requested by PubCo that are consistent with the foregoing or that are necessary to give further effect thereto. (b) equals If any Prohibited Transfer is made or exceeds $15.00 per share (attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and PubCo shall refuse to recognize any such purported transferee of the Restricted Securities as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) one of its equity holders for any twenty purpose. In order to enforce this Section 1, PubCo may impose stop-transfer instructions with respect to the Restricted Securities of Holder (20and Permitted Transferees and assigns thereof) trading days within until the end of the Lock-Up Period. (c) During the Lock-Up Period, each certificate evidencing any thirty Restricted Securities 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 [●], 2021, BY AND AMONG THE ISSUER OF SUCH SECURITIES (30THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES 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 expiration of the Lock-Up Period, PubCo will make reasonable best efforts to remove such legend from the certificates evidencing the Restricted Securities. (d) trading day period commencing after For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of PubCo during the Lock-Up Period, including the right to vote any Restricted Securities. (e) Holder hereby acknowledges and agrees that, upon the Closing, each of Holder’s Company Options outstanding immediately prior to the Closing, whether vested or unvested, shall automatically and (zwithout any required action on the part of Holder or any other beneficiary thereof, be converted into Assumed Options in accordance with Section 2.2(h)(iii) of the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) Merger Agreement, as applicable, and without any right or claim to any further equity or other compensation with respect to one-third such Company Options. (1/3f) Holder shall be free to engage in transactions relating to PubCo Ordinary Shares or other securities convertible into or exercisable or exchangeable for PubCo Ordinary Shares acquired in open market transactions after the effective time of the Restricted SecuritiesMerger, provided, that no such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A) during the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of ControlLock-Up Period.

Lock-Up Provisions. (a) Subject to Notwithstanding the exceptions provisions set forth hereinin Section 2(b), the Stockholder or its Permitted Transferees may Transfer the Lock-up Shares during the period Lock-up Period to (i) to Acquiror’s officers or directors, (ii) to any Affiliates of the Stockholder; (iii) in respect of (i) or (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 a member of such individual’s immediate family, an Affiliate of such individual or to a charitable organization; (iv) in respect of (i), (ii) or (iii), in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; or (v) by virtue of the laws of the State of Delaware or the Stockholder limited partnership agreement 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 “Lock-Up PeriodTransfer Restriction”) commencing from ), except in accordance with the Closing and ending onfollowing: (i) during the First Lock-Up Period, the Transfer Restriction shall expire with respect to oneten million (10,000,000) Lock-third (1/3) of the Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing Up Shares (the “Expiration DateFirst Tranche”), upon the earlier to occur of (yi) the date on which the closing last reported sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 90 days after the Closing on which Date or (ii) one year after the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all Closing Date (for the avoidance of doubt no Transfer Restrictions shall apply to the First Tranche after the expiration of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”First Lock-Up Period); (ii) during the Second Lock-Up Period, the Transfer Restriction shall expire with respect to onean additional twenty million (20,000,000) Lock-third Up Shares (1/3) of the Restricted Securities“Second Tranche”), upon the earliest earlier to occur of (x) the Expiration Date, (yi) the date on which the closing last reported sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $15.00 12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 330 days after the Closing Date or (ii) eighteen months after the Closing Date (for the avoidance of doubt no Transfer Restriction shall apply to the Second Tranche after the expiration of the Second Lock-Up Period); (iii) on the date on which post-merger Acquiror completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of post-merger Acquiror’s stockholders having the Purchaser consummates a Change of Controlright to exchange their shares for cash, securities or other property, the Transfer Restriction will terminate with respect to all Lock-Up Shares; and (iiiiv) eighteen (18) months after the Closing Date, the Transfer Restriction shall expire with respect to oneany Lock-third Up Shares held by or subsequently acquired by the Stockholder that exceeds a total share ownership in post-merger Acquiror of 50.1% on a fully-diluted basis. (1/3c) of Notwithstanding the Restricted Securitiesforegoing, if at any time the earliest of (x) the Expiration Date, (y) the date on which the closing sale price of the New Plum Acquiror Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) Stock equals or exceeds $17.50 20.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date that commences at least 90 days after the Closing Date, then the date of commencement as well as the end date, where applicable, of each period set forth in Sections 2(b)(i), 2(b)(ii), 2(b)(iii) and 2(b)(iv) shall be accelerated by three (3) months; (d) The per share stock prices referenced in this Agreement will be equitably adjusted on which account of any changes in the Purchaser consummates equity securities of Acquiror by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means. (e) If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio, and Acquiror 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 1, Acquiror may impose stop-transfer instructions with respect to the Lock-Up Shares (and any permitted transferees and assigns thereof) until the end of the First Lock-Up Period, the Second Lock-Up Period and the Lock-Up Period, as applicable. (f) 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 Change 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 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.” (g) For the avoidance of Controlany doubt, the Stockholder shall retain all of its rights as a shareholder of Acquiror with respect to the Lock-Up Shares during the Lock-Up Period, including the right to vote any Lock-Up Shares.

Lock-Up Provisions. (a) Subject to the exceptions set forth hereinHolder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on: (i) A), with respect to one-third fifty percent (1/350%) of each type of the Restricted Securities, ending on the earliest of (x) the six one (61) -month year anniversary of the date of the Closing, (y) the date after the Closing on which Purchaser consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Purchaser’s shareholders having the right to exchange their equity holdings in Purchaser for cash, securities or other property (the a “Expiration DateSubsequent Transaction”), and (yz) the date on which the closing sale price of the New Plum Common Purchaser Ordinary Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock share splits, stock share dividends, reorganizations and recapitalizations after the Closingrecapitalizations) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (zB), with respect to the remaining fifty percent (50%) of the Restricted Securities, ending on the earlier of (x) the one (1) year anniversary of the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidationSubsequent Transaction, merger(the “Lock-Up Period”): (i) lend, share exchange offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or other similar transaction that results in all of the Purchaser’s stockholders having the contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to exchange their equity holdings in the Purchaser for cashpurchase, securities or other property (a “Change of Control”); otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) with respect enter into any swap or other arrangement that transfers to one-third (1/3) another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and (iii) with respect publicly disclose the intention to one-third do any of the foregoing, whether any such transaction described in clauses (1/3i), (ii), or (iii) 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), (ii), or (iii), a “Prohibited Transfer”); provided, however, that the foregoing shall not preclude Holder from engaging in any transaction in the securities of another company in the same sector or in a similar sector as that of the Company. The foregoing sentence shall not apply to the transfer of any or all of the Restricted SecuritiesSecurities owned by Holder (other than Escrow Shares and the Earnout Shares until such Escrow Shares and Earnout Shares are disbursed to such Holder from the Escrow Accounts in accordance with the terms and conditions of the Merger Agreement and the Escrow Agreement(s)), (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee or (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (A), (B) or (C) it shall be a condition to such transfer that the transferee executes and delivers to Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities 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. As used in this Agreement, the earliest of term “Permitted Transferee” shall mean: (x1) the Expiration Datemembers of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (y2) any trust for the date on which direct or indirect benefit of Holder or the closing price immediate family of Holder, (3) if Holder is a trust, to the New Plum Common Shares on trustor or beneficiary of such trust or to the Nasdaq estate of a beneficiary of such trust, (4) as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (5) to any affiliate of Holder or to any investment fund or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Controlentity controlled by Holder.