(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer # 50% of Founder Shares (or shares of Common Stock issuable upon conversion thereof) and any post-Business Combination shares until the earlier of # six months after the completion of the Company’s initial Business Combination or # subsequent to the Business Combination, # if the closing price of the Common Stock equals or exceeds $12.50 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 after the Company’s initial Business Combination or # the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property and # the remaining 50% of Founder Shares (or shares of Common Stock issuable upon conversion thereof) and any post-Business Combination shares until the earlier of # six months after the completion of the Company’s initial Business Combination or # subsequent to the Business Combination, the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).

Any distribution to which the Optionee becomes entitled upon the exercise of a Tandem Right may be made in # shares of Common Stock valued at Fair Market Value on the option surrender date, # cash or # a combination of cash and shares of Common Stock, as specified in the applicable Award agreement.

CORTLAND CAPITAL MARKET SERVICES LLC, as Roll-Up Notes Agent

Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right may be paid by the Company in cash, Shares, or any combination thereof and may preclude the right of the Participant to receive and the Company to issue Shares or other equity securities in lieu of cash;

Notwithstanding the foregoing, in the event of a Change in Control, the Committee may cancel all outstanding Stock Options and pay You in cash, Shares or a combination of cash and Shares, the difference between the then Fair Market Value of a Share and the Exercise Price multiplied by the number of Stock Options.

Payment. At the time of exercise of an Option, payment in full, or adequate provision therefore, in cash or in Shares or any combination thereof, at the option of the Participant, shall be made for all Shares then being purchased.

“Performance Shares” means an Award granted under Section 4 which entitles a Participant to receive Shares, their cash equivalent, or a combination thereof, based on the achievement of one or more specified performance criteria during one or more Performance Periods.

The Exercise Price shall be payable in cash or by tendering shares of Stock (by either actual delivery of shares or by attestation, with such shares valued at Fair Market Value as of the day of exercise), or in any combination thereof, as determined by the Committee.

Cash Awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable Service requirement (or the waiver of such goals or Service requirement) may be paid in # cash, # shares of Common Stock valued at Fair Market Value on the payment date or # a combination of cash and shares of Common Stock as the Plan Administrator shall determine.

Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company # Shares, # cash or # a combination of Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price.