Concurrently with the Closing, the BIG3 Founders and other Sellers holding greater than 3% of the outstanding Company Interests, the Sponsor, IPO Underwriter, and each director of SPAC will enter into a Lock-Up Agreement, pursuant to which such person will agree not to (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 shares of Pubco Common Stock to be received by such person in the Business Combination, (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 such shares of Pubco Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period commencing from the Closing and ending (x) on the date that is six (6) months after the Closing for the Pubco Common Stock, or (y) on the date that is thirty (30) days after the Closing for the Pubco Warrants (including the Pubco Common Stock underlying the Pubco Warrants), subject to certain customary transfer exceptions.