Certain Ordinary Shares of Transition S.A. are subject to a Lock-Up Agreement Ending on 19-JUN-2022. These Ordinary Shares will be under lockup for 366 days starting from 18-JUN-2021 to 19-JUN-2022.

Details:
Pursuant to the Underwriting Agreement, each of the Founders will be bound by a lock-up undertaking with respect to (i) its Founders' Shares, (ii) its Founders' Warrants and (iii) the Ordinary Shares issued upon conversion of its Founders' Shares and/or exercise of its Founders' Warrants. Under such lock-up undertakings, as from the date of execution of the Underwriting Agreement and during a period continuing to and including one year after the Initial Business Combination Completion Date, each of the Founders is prohibited from transferring its Founders' Shares, its Founders' Warrants, its outstanding Ordinary Shares resulting from the conversion of its Founders' Shares and its outstanding Ordinary Shares received upon exercise of its Founders' Warrants, except for (x) transfers with the prior written consent of the Global Coordinator and Joint Bookrunner, acting on behalf of the Bookrunners, or (y) transfers to one of its affiliates.

Pursuant to the Underwriting Agreement, Mr. Xavier Caïtucoli and Eiffel Essentiel SLP will be bound by a lock-up undertaking with respect to (i) their Market Shares, (ii) their Market Warrants and (iii) the Ordinary Shares issued upon conversion of their Market Shares and/or exercise of their Market Warrants. Under such lock-up undertakings, as from the date of execution of the Underwriting Agreement and during a period continuing to and including six (6) months after the Initial Business Combination Completion Date, Mr. Xavier Caïtucoli and Eiffel Essentiel SLP are prohibited from transferring their Market Shares, their Market Warrants and their Ordinary Shares resulting from the conversion of their Market Shares and/or exercise of their Market Warrants, except for (x) transfers with the prior written consent of the Global Coordinator and Joint Bookrunner, acting on behalf of the Bookrunners or (y) transfers to one of their respective affiliates.