Common use of Agreements of Stockholders Clause in Contracts

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distribution, if any, required as a result of the Company's failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "Registration Statement"). (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummating a Business Combination.

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "“Certificate"”; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's ’s shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's ’s stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's ’s public stockholders. In connection with the stockholder vote for the Company's ’s plan of dissolution and distribution, if any, required as a result of the Company's ’s failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's ’s or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "“Registration Statement"”). (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's ’s liquidation and (iii) the consummation of a business combination which results in all of the Company's ’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's ’s consummating a Business Combination.

Agreements of Stockholders. (a) The undersigned hereby waives As a condition to the Company’s obligation under this Agreement to cause Registrable Common Shares of any right Stockholder to receive distributions (other than be included in a Registration Statement, such Stockholder shall timely provide the Company with all of the information required to be provided in the Registration Statement with respect to Common Stock such Stockholder pursuant to Items 507 and 508 (or any shares successor Items) of Common Stock underlying units Regulation S-K under the undersigned Securities Act and such other information as otherwise may purchase reasonably be requested by the Company in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination DateRegistration Statement. (b) The undersigned hereby waives any right set forth in Each Stockholder shall comply with the Certificate to demand conversion prospectus delivery requirements of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase Securities Act in connection with the IPO offer and sale of Registrable Common Shares made by such Stockholder pursuant to any Registration Statement. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 8(e) or Section 8(k), each Stockholder holding Registrable Common Shares shall forthwith discontinue the disposition of Registrable Common Shares pursuant to the Prospectus or Registration Statement covering such Registrable Common Shares until such Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 8(e) or the withdrawal of any stop order or other order referred to in the after market) in the event a Business Combination is approved Section 8(k), and, if so directed by the Company's stockholders, shall deliver to the Company all copies, other than permanent file copies then in such Stockholder’s possession, of the Prospectus covering such Registrable Common Shares at the time of receipt of such notice. (c) In To the extent required by the Securities Act or rules or regulations thereunder, as reasonably determined by the Company, a Stockholder shall consent to disclosure in any Registration Statement to the effect that such Stockholder is or may be deemed to be an underwriter for purposes of the Securities Act in connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares offering of Registrable Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distribution, if any, required as a result of the Company's failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor Shares of such dissolution and distributionStockholder included in such Registration Statement. (d) The undersigned and any affiliate of Each Stockholder shall comply with Regulation M under the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's or consulting fees) for services rendered to the Company prior to or Exchange Act in connection with the consummation offer and sale of a Business Combination (except Registrable Common Shares made by such Stockholder pursuant to any Registration Statement. Each Stockholder shall provide the Company with such information about such Stockholder’s offer and sale of Registrable Common Shares pursuant to any Registration Statement as described in the registration statement filed Company shall reasonably request to enable the Company and its Affiliates to comply with and declared effective by Regulation M under the Securities and Exchange Commission Act in connection with the IPO (the "Registration Statement")any such offer and sale. (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummating a Business Combination.

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distribution, if any, required as a result of the Company's failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "Registration Statement"). (e) In the event a Business Combination is consummated and the Company adopts a plan of liquidation and distribution, the undersigned will, to the extent funds are not available to the Company, advance to the Company the necessary funds to implement and complete the Company's plan of liquidation and distribution, and agrees not to seek repayment for any such expenses incurred by the Company in connection with the implementation of such plan; provided, that the undersigned shall not be required to take a reserve to account for this possibility. (f) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummating a Business Combination.

Agreements of Stockholders. (a) The undersigned hereby waives As a condition to the Company’s obligation under this Agreement to cause Registrable Common Shares of any right Stockholder to receive distributions (other than be included in a Registration Statement, such Stockholder shall timely provide the Company with all of the information required to be provided in the Registration Statement with respect to Common Stock such Stockholder pursuant to Items 507 and 508 (or any shares successor Items) of Common Stock underlying units Regulation S-K under the undersigned Securities Act and such other information as otherwise may purchase reasonably be requested by the Company in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination DateRegistration Statement. (b) The undersigned hereby waives any right set forth in Each Stockholder shall comply with the Certificate to demand conversion prospectus delivery requirements of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase Securities Act in connection with the IPO offer and sale of Registrable Common Shares made by such Stockholder pursuant to any Registration Statement. Upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 9(e) or Section 9(k), each Stockholder holding Registrable Common Shares shall forthwith discontinue the disposition of Registrable Common Shares pursuant to the Prospectus or Registration Statement covering such Registrable Common Shares until such Stockholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 9(e) or the withdrawal of any stop order or other order referred to in the after market) in the event a Business Combination is approved Section 9(k), and, if so directed by the Company's stockholders, shall deliver to the Company all copies, other than permanent file copies then in such Stockholder’s possession, of the Prospectus covering such Registrable Common Shares at the time of receipt of such notice. (c) In connection Each Stockholder shall effect all sales and distributions of such Stockholder’s Registrable Common Shares made pursuant to the Shelf Registration Statement in a manner consistent with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority terms of the shares Plan of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distributionDistribution, if any, required as a result of the Company's failure subject to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distributionSection 3(c). (d) The undersigned and any affiliate of To the undersigned will not be entitled to receive from extent required by the Securities Act or rules or regulations thereunder, as reasonably determined by the Company, and will not accept from the Company, a Stockholder shall consent to disclosure in any compensation (including finder's or consulting fees) for services rendered Registration Statement to the Company prior effect that such Stockholder is or may be deemed to or be an underwriter for purposes of the Securities Act in connection with the consummation offering of a Business Combination (except as described Registrable Common Shares of such Stockholder included in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "such Registration Statement"). (e) The undersigned will escrow Each Stockholder shall comply with Regulation M under the shares Exchange Act in connection with the offer and sale of Registrable Common Stock owned Shares made by the undersigned immediately prior to the IPO such Stockholder pursuant to a stock escrow agreement until any Registration Statement. Each Stockholder shall provide the earliest Company with such information about such Stockholder’s offer and sale of (i) one year from Registrable Common Shares pursuant to any Registration Statement as the completion of a Business Combination, (ii) Company shall reasonably request to enable the Company's liquidation Company and (iii) its Affiliates to comply with Regulation M under the consummation of a business combination which results Exchange Act in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummating a Business Combinationconnection with any such offer and sale.

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "Certificate"; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's public stockholders. In connection with the stockholder vote for the Company's plan of dissolution and distribution, if any, required as a result of the Company's failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "Registration Statement"). (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's consummating a Business Combination. (f) The undersigned further agrees that he shall not hypothecate, donate, encumber or otherwise dispose of any interest in the membership interests of Oenoke Partners, LLC until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's liquidation and (iii) the consummation of a business combination which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company's consummating a Business Combination.

Agreements of Stockholders. (a) The undersigned hereby waives any right to receive distributions (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) upon the liquidation of the Trust Fund (as defined in the Certificate of Incorporation of the Company (as amended, the "“Certificate"”; capitalized terms used herein but not defined herein have the meaning set forth in the Certificate)), or as part of any plan of dissolution and distribution required in the event the Company does not consummate a Business Combination by the Termination Date. (b) The undersigned hereby waives any right set forth in the Certificate to demand conversion of the undersigned's ’s shares of Common Stock into cash (other than with respect to Common Stock or any shares of Common Stock underlying units the undersigned may purchase in connection with the IPO or in the after market) in the event a Business Combination is approved by the Company's ’s stockholders. (c) In connection with the stockholder vote required to approve a Business Combination, the undersigned shall vote any shares of Common Stock then owned by the undersigned in accordance with the majority of the shares of Common Stock voted by the Company's ’s public stockholders. In connection with the stockholder vote for the Company's ’s plan of dissolution and distribution, if any, required as a result of the Company's ’s failure to consummate a Business Combination by the Termination Date, the undersigned shall vote any shares of Common Stock then owned by the undersigned in favor of such dissolution and distribution. (d) The undersigned and any affiliate of the undersigned will not be entitled to receive from the Company, and will not accept from the Company, any compensation (including finder's ’s or consulting fees) for services rendered to the Company prior to or in connection with the consummation of a Business Combination (except as described in the registration statement filed with and declared effective by the Securities and Exchange Commission in connection with the IPO (the "“Registration Statement"”). (e) The undersigned will escrow the shares of Common Stock owned by the undersigned immediately prior to the IPO pursuant to a stock escrow agreement until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company's ’s liquidation and (iii) the consummation of a business combination which results in all of the Company's ’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the Company's ’s consummating a Business Combination. (f) The undersigned further agrees that he shall not hypothecate, donate, encumber or otherwise dispose of any interest in the membership interests of Oenoke Partners, LLC until the earliest of (i) one year from the completion of a Business Combination, (ii) the Company’s liquidation and (iii) the consummation of a business combination which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the Company’s consummating a Business Combination.