Amendments to the Letter Agreement. (a) Section 5(a) of the Letter Agreement is hereby amended and restated in its entirety as follows:
(a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) (i) if the completion of an initial Business Combination occurs prior to March 30, 2023, until the earliest of (A) nine (9) months following the completion of an initial Business Combination and (B) September 30, 2023 and (ii) if the completion of an initial Business Combination occurs on or after March 30, 2023, until six (6) months following the completion of an initial Business Combination.
Amendments to the Letter Agreement. (a) Section 7(a) of the Letter Agreement is hereby amended and restated in its entirety as follows:
(a) The Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the earlier of (A) six months after the completion of an initial Business Combination and (B) subsequent to the completion of an initial Business Combination, (x) if the closing price of the Common Stock equals or exceeds $10.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).
Amendments to the Letter Agreement. The parties hereby agree to the following amendments to the Letter Agreement:
Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:
(a) The defined terms in this Amendment, including without limitation in the preamble and recitals hereto, and the definitions incorporated by reference from the BCA, are hereby added to the Letter Agreement as if they were set forth therein.
(b) The parties hereby agree that (i) the terms “Offering Shares,” “Class A ordinary shares,” “Shares,” “EBC Founder Shares,” and “Founder Shares”, as used in the Letter Agreement shall include without limitation any and all Pubco Ordinary Shares into which any such securities will convert in the Mergers, and (ii) the terms “Private Placement Warrants” and “Warrants” shall include without limitation any and all Pubco Private Warrants into which such securities will convert in the Mergers. The parties further agree that from and after the Closing, any reference (as applicable and as appropriate) in the Letter Agreement to (A) ordinary shares will instead refer to the Pubco Ordinary Shares (and any other securities of the Company or the Target or any successor entity issued in consideration of, including without limitation as a stock split, dividend or distribution, or in exchange for any of such securities), and (B) the terms “Private Placement Warrants” and “Warrants” will instead refer to Pubco Warrants (and any warrants of Pubco or any successor entity issued in consideration of or in exchange for any of such warrants).
(c) Section 6. of the Original Letter Agreement is hereby amended to add as Section 6. (d):
(d) Pubco shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Insider or its Permitted Transferee, for the Founder Shares (or Class A ordinary shares issuable upon conversion thereof) and Private Placement Warrants (or Class A ordinary shares issuable upon the conversion or exercise of the Private Placement Warrants) in such amounts as specified from time to time by the Insider or its Permitted Transferee to Pubco upon the expiration of the applicable Lock-Up Periods (the “Irrevocable Transfer Agent Instructions”). In the event that Pubco proposes to replace its transfer agent, Pubco shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions signed by the successor transfer agent to Pubco. Pubco warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions and stop transfer instructions ...
Amendments to the Letter Agreement. The Letter Agreement is hereby amended or modified as follows:
(a) Section 6 of the Letter Agreement is hereby deleted in its entirety and replaced with the following:
Amendments to the Letter Agreement. (a) The following definition is amended and replaced in its entirety in Section 1 of the Letter Agreement:
Amendments to the Letter Agreement. (a) The following defined term in the Letter Agreement is hereby deleted in its entirety and replaced with the following: “’Maximum Amount’ shall mean, as of any date, the lesser of (i) $200,000,000 and (ii) the product of (A) the then-current Total Equity of NS Income II (each of such terms as defined in the Guaranty) as of such date multiplied by (B) two-thirds (2/3), as such amount may be reduced by Seller pursuant to Section 4(b).
(b) Section 2(c) of the Letter Agreement is hereby amended by deleting the words “the Maximum Amount” in clause (i) thereof and replacing same with “$200,000,000”.
(c) Section 4(b) of the Letter Agreement is hereby amended by deleting “$50,000,000” and replacing same with “$100,000,000.”
Amendments to the Letter Agreement. The Parties hereby agree to the following amendments to the Letter Agreement:
(a) The defined terms in this Amendment, including within limitation in the preamble and recitals hereto, and the definitions incorporated by reference from the BCA, are hereby added to the Letter Agreement as if they were set forth therein.
(b) The parties hereby agree that (i) the terms “Ordinary Shares”, “Founder Shares”, “Representative’s Shares” and “Placement Shares” as used in the Letter Agreement shall include without limitation any and all Target Ordinary Shares into which any such securities will convert in the Merger, (ii) the term “Placement Warrants” shall include without limitation any and all Target Warrants into which such securities will convert in the Merger. and (iii) the terms “Placement Units” and “Placement Subunits” shall include without limitation any and all Target Ordinary Shares and Target Warrants into which such securities will convert in the Merger, including without limitation in each case, for purposes of Section 7 of the Letter Agreement. The parties further agree that from and after the Closing, any reference (as applicable and as appropriate) in the Letter Agreement to (A) Ordinary Shares will instead refer to the Target Ordinary Shares (and any other securities of the Target or any successor entity issued in consideration of, including without limitation as a stock split, dividend or distribution, or in exchange for any of such securities), and (B) Warrants will instead refer to the warrants of the Target (and any warrants of the Target or any successor entity issued in consideration of or in exchange for any of such warrants).
Amendments to the Letter Agreement. The parties hereby agree to amend Section 7(a) of the Letter Agreement by deleting Section 7(a) in its entirety and replacing it with the following:
Amendments to the Letter Agreement. The Letter Agreement is hereby amended as follows:
(a) Section 1.4(j) is hereby amended and restated in its entirety as follows:
