Common use of Agreement Not to Offer or Sell Additional Securities of the Company Clause in Contracts

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsSponsor Shares, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securitiesSponsor Shares, the Working Capital Warrants Shares or the Public Warrants and the shares of Class A Common Stock issuable upon exercise conversion of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsSponsor Shares, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securitiesSponsor Shares, the Working Capital Warrants Shares or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise conversion of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider LetterLetters.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares securities covered thereby and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing Beginning on and including the date hereof and continuing through ending on, and including including, the 180th day following date that is 180 days after the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representative, the Company will not (xi) offerissue, sell, contract offer to sell, pledge contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due agree to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)dispose of, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder thereunder, with respect to, any Offered Security or any other unitssecurities of the Company that are substantially similar to the Offered Securities, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible intointo or exchangeable or exercisable for, or exercisable any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Offered Security or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, shares or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Class A Common Stock the economic consequences of ownership of Offered Securities or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Offered Securities or such other securities, in cash or otherwise, (iv) release the Sponsor, Series 35 or any officer, director or director nominee from the lock-up contained in the Insider Letter or (v) publicly announce an intention to effect any such transaction; providedtransaction specified in clause (i), however(ii) or (iii), except, in each case, that the Company may (1a) issue and sell the Private Placement Sponsor Warrants, (2b) issue and sell the Optional Securities on exercise of the option to purchase additional Units as provided for in Section 2 hereof2, (3c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock underlying the Founder Shares, the Sponsor Warrants and warrants that may be issued upon conversion of the working capital loans (and any shares of Class A Common Stock issued or issuable upon the exercise of any such Sponsor Warrants or warrants or issued upon conversion of the working capital loans and upon conversion of the Founder Shares andShares), and (4d) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsUnits, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Private Placement Shares, the Private Placement Warrants and their underlying securitiesWarrants, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or the Private Placement Warrants and the Working Capital Warrants and upon conversion of the Founder Shares and, and (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing Beginning on and including the date hereof and continuing through ending on, and including including, the 180th day following date that is 180 days after the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representative, the Company will not (xi) offerissue, sell, contract offer to sell, pledge contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due agree to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)dispose of, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder thereunder, with respect to, any Offered Security or any other unitssecurities of the Company that are substantially similar to the Offered Securities, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible intointo or exchangeable or exercisable for, or exercisable any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Offered Security or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, shares or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Class A Common Stock the economic consequences of ownership of Offered Securities or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Offered Securities or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any such transaction; providedtransaction specified in clause (i), however(ii) or (iii), except, in each case, that the Company may (1a) issue and sell the Private Placement Sponsor Warrants, (2b) issue and sell the Optional Securities on exercise of the option to purchase additional Units as provided for in Section 2 hereof‎Section 2, (3c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares and the Sponsor Warrants and warrants that may be issued upon conversion of working capital loans (and any Ordinary Shares issued or issuable upon the exercise of any such Sponsor Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares), (d) within 20 business days following the consummation of an initial Business Combination, register with the Commission pursuant to the Warrant Agreement, and in accordance with the terms of the Warrant Agreement, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares issuance of Class A Common Stock issuable Ordinary Shares to be issued upon exercise of such warrants or Founder Shares andthe Warrants, and (4e) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell Forward Purchase Shares and Forward Purchase Warrants, (4) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (35) register with the Commission pursuant to the Registration Rights AgreementAgreement or the Forward Purchase Agreements, as applicable, in accordance with the terms of the Registration Rights AgreementAgreement or the Forward Purchase Agreements, as applicable, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Forward Purchase Securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants Sponsor Units and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsSponsor Units, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Sponsor Units and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeJefferies, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, and will not publicly disclose an intention to, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsother, shares of Class A Common Stock, Public WarrantsOrdinary Shares, Private Placement Warrants and their underlying securities Shares or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsShares, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants securities covered thereby and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securitiesWarrants, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or of Founder Shares and, (4) issue securities in connection with a Business Combination, including any forward purchase securities, or (ya) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing Beginning on and including the date hereof and continuing through ending on, and including including, the 180th day following date that is 180 days after the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representative, the Company will not (xi) offerissue, sell, contract offer to sell, pledge contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due agree to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)dispose of, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder thereunder, with respect to, any Offered Security or any other unitssecurities of the Company that are substantially similar to the Offered Securities, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible intointo or exchangeable or exercisable for, or exercisable any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Offered Security or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, shares or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Class A Common Stock the economic consequences of ownership of Offered Securities or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Offered Securities or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any such transaction; providedtransaction specified in clause (i), however(ii) or (iii), except, in each case, that the Company may (1a) issue and sell the Private Placement Sponsor Warrants, (2b) issue and sell the Optional Securities on exercise of the option to purchase additional Units as provided for in Section 2 hereof2, (3c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock underlying the Founder Shares, the Sponsor Warrants and warrants that may be issued upon conversion of the working capital loans (and any shares of Class A Common Stock issued or issuable upon the exercise of any such Sponsor Warrants or warrants or issued upon conversion of the working capital loans and upon conversion of the Founder Shares andShares), (4d) issue securities in connection with a Business Combination, or Combination and (ye) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letterissue and sell Forward Purchase Units.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares securities covered thereby and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares securities covered thereby and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securitiessecurities covered thereby, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business CombinationCombination or the financing thereof, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider LetterLetters.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities Ordinary Shares or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsShares, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securitiesShares, the Working Capital Warrants Shares or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise conversion of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the RepresentativeRepresentatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Sponsor Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Shares and the Private Placement Warrants and their underlying securities, the Working Capital Sponsor Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares the Warrants and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor Sponsors or any officer, director or director nominee from the 180-day lock-up contained in the Insider LetterLetters.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1i) issue and sell the Private Placement Warrants, (2ii) issue and sell the Optional Securities on exercise of the option provided for in Section ‎Section 2 hereof, (3iii) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares securities covered thereby and, (4iv) issue securities in connection with a Business Combination, or (y) release the Sponsor Co-Sponsors or any officer, director officer or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing Beginning on and including the date hereof and continuing through ending on, and including including, the 180th day following date that is 180 days after the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Up Period”), the Company will not, without the prior written consent of the Representative, the Company will not (xi) offerissue, sell, contract offer to sell, pledge contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due agree to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company)dispose of, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder thereunder, with respect to, any Offered Security or any other unitssecurities of the Company that are substantially similar to the Offered Securities, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible intointo or exchangeable or exercisable for, or exercisable any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a registration statement under the Securities Act relating to the offer and sale of any Offered Security or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, shares or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of Class A Common Stock the economic consequences of ownership of Offered Securities or any other securities of the Company that are substantially similar to the Offered Securities, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Offered Securities or such other securities, in cash or otherwise, (iv) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter or (v) publicly announce an intention to effect any such transaction; providedtransaction specified in clause (i), however(ii) or (iii), except, in each case, that the Company may (1a) issue and sell the Private Placement Sponsor Warrants, (2b) issue and sell the Optional Securities on exercise of the option to purchase additional Units as provided for in Section 2 hereof2, (3c) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock underlying the Founder Shares, the Sponsor Warrants and warrants that may be issued upon conversion of the working capital loans (and any shares of Class A Common Stock issued or issuable upon the exercise of any such Sponsor Warrants or warrants or issued upon conversion of the working capital loans and upon conversion of the Founder Shares andShares), and (4d) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the IPO Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, and will not publicly disclose an intention to, without the prior written consent of the RepresentativeRepresentatives, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsother, shares of Class A Common Stock, Public WarrantsOrdinary Shares, Private Placement Warrants and their underlying securities Shares or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsShares, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares securities covered thereby and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other unitsUnits, shares of Class A Common Stock, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable exercisable, or exchangeable for, shares of Class A Common Stock or publicly announce an intention to effect any such transactiontransaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsUnits, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale shares of Class A Common Stock underlying the Founder Shares, the Private Placement Warrants and their underlying securitiesShares, the Working Capital Warrants or the Public Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of such warrants or Founder Shares the Private Placement Warrants and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.

Agreement Not to Offer or Sell Additional Securities of the Company. During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representative, (x) offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, 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 Commission promulgated thereunder with respect to, any other units, shares of the Class A Common StockOrdinary Shares, Public Warrants, Private Placement Warrants and their underlying securities or any securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock Ordinary Shares or publicly announce an intention to effect any such transaction; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Optional Securities on exercise of the option provided for in Section 2 hereof, (3) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and their underlying securities, the Working Capital Warrants or the Public Warrants and the shares of Class A Common Stock Ordinary Shares issuable upon exercise of such warrants or Founder Shares and, (4) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director or director nominee from the 180-day lock-up contained in the Insider Letter.