Common use of Lock-Up Restrictions Clause in Contracts

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 12.50 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months one year after the completion of the Company’s initial Business Combination or (ii) subsequent to the initial Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement WarrantsWarrants (and the Ordinary Shares issuable upon their exercise), until 30 days after the completion of a the Company’s initial Business Combination (such periodthe “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with any forward purchase agreement or similar arrangements or in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinherein and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions).

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement WarrantsShares, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants Shares or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until (A) with respect to 50% of the Founder Shares, the earlier of (i) six months after the completion of the Company’s 's initial Business Combination or (ii) subsequent to the Business Combination, (x) if date on which the last sale closing price of the Ordinary Shares equals or our ordinary shares exceeds $12.00 12.50 per Ordinary Share share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) with respect to the remaining 50% of the Founder Shares, six months after the date of the initial Business Combination or (y) earlier if approved by the date on which shareholders of the Company, and in either case, if, subsequent to the initial Business Combination, the Company completes consummates a liquidation, merger, share exchange, reorganization exchange or other similar transaction that results in all of the Company’s our shareholders having the right to exchange their Ordinary Shares shares for cash, securities or other property property. (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i1) to any persons (including their affiliates and shareholders) participating in the Company’s officers or private placement of the private placement warrants, officers, directors, any affiliates or family shareholders, employees and members of any of the Company’s officers our sponsor and its affiliates, (2) amongst Insiders or directorsto our officers, any directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members of the Sponsorupon its liquidation, or any affiliates of the Sponsor; (ii4) in the case of an individual, transfers by bona fide gift to a member of the individual’s holder's immediate family, family or to a trust, the beneficiary of which is a holder or a member of the individual’s a holder's immediate family or an affiliate of such personfamily, or to a charitable organization; for estate planning purposes, (iii5) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (iv6) in the case of an individual, transfers pursuant to a qualified domestic relations order; , (v7) transfers by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities shares were originally purchased; purchased (vi9) transfers by the Sponsor to certain anchor investors participating in the event Public Offering or (10) for the cancellation of the Company’s liquidation prior up to 375,000 Ordinary Shares subject to forfeiture to the completion extent that the Underwriters' over-allotment is not exercised in full or in part or in connection with the consummation of an initial a Business Combination; , in each case (except for clause 10 or with our prior consent) where the transferee agrees to the terms of this Agreement and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinescrow agreement.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).. ​ ​ (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement WarrantsUnits (or any underlying securities), until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b)) , Transfers of the Founder Shares, Private Placement Warrants or Units (and the underlying securities), and the Ordinary Shares and Warrants issued or issuable upon the conversion of the Private Placement Warrants Units or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. (a) The Sponsor and each Insider Except as otherwise provided herein, the undersigned hereby agrees that itthat, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until without the earlier of (i) six months after the completion prior written consent of the Company’s initial Business Combination , the undersigned will not directly or (ii) subsequent to the Business Combinationindirectly Transfer all or any part of his or her Pre-IPO Company Securities or any right or economic interest pertaining thereto, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having including the right to exchange their Ordinary Shares for cash, securities vote or other property consent on any matter or to receive or have any economic interest in distributions or advances from the Company pursuant thereto (the foregoing restrictions are hereinafter referred to as the “Founder Shares Lock-up PeriodRestrictions”). (b) The Sponsor and each Insider agrees that itNotwithstanding anything herein to the contrary, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up PeriodRestrictions shall cease to apply to the Pre-IPO Company Securities as follows: (i) on and after the one hundred eightieth (180) day after the consummation of the IPO, the “undersigned may Transfer up to 50% of his or her Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested; (ii) on and after the first (1st) anniversary of the consummation of the IPO, the Lock-up Periods”Restrictions shall no longer apply, and the undersigned may Transfer any or all of his or her remaining Pre-IPO Company Securities, to the extent such Pre-IPO Company Securities have vested For the purposes of this Section 2.1(b), the percentage of Pre-IPO Company Securities permitted to be Transferred shall be determined based on the total number of Common Shares owned by the undersigned as of the date of the consummation of the IPO, in each case, determined on an “as-converted” basis based on the number of Common Shares, in the aggregate and without duplication, into which the Pre-IPO Company Securities owned of record thereby (whether vested or unvested) are directly or indirectly convertible or exchangeable. (c) Notwithstanding anything herein to the provisions set forth in Sections 7(a) and Sections 7(b)contrary, Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted Lock-up Restrictions shall not apply to (i) Common Shares and any securities then convertible into or exchangeable for Common Shares acquired (x) in open market transactions after the consummation of the IPO or (y) pursuant to awards made after the Company’s consummation of the IPO under the Company EIP or Company LTIP, (ii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the Transfer of Common Shares; provided, that such plan does not provide for the Transfer of Common Shares in excess of the amounts otherwise permitted pursuant to Section 2.1(b) above, (iii) the granting of a revocable proxy to officers or directors, directors of the Company at the request of the Board of Directors in connection with actions to be taken at annual or special meetings of stockholders or in connection with any affiliates or family members action by written consent of any the stockholders solicited by the Board of Directors (at such times as action by written consent of stockholders is permitted under the certificate of incorporation of the Company), (iv) entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with the Company and/or its stockholders that (A) is disclosed in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the undersigned at any time and (C) does not involve any payment of cash, securities, property or other consideration to the undersigned other than the mutual promise to vote Pre-IPO Company Securities in a designated manner, (v) entering into a customary voting or support agreement (with or without granting a proxy) in connection with any merger, consolidation or other business combination of the Company, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Common Shares receive the same consideration per share paid in the tender offer) (a “Business Combination”), (vi) the fact that the spouse of the undersigned possesses or obtains an interest in such holder’s officers Pre-IPO Company Securities arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other event or directorscircumstance shall exist or have occurred that constitutes a Transfer of such shares of Pre-IPO Company Securities, (vii) any Transfer pursuant to any Business Combination, (viii) any Transfer pursuant to a Company registration statement, upon the exercise of the Management Stockholder’s “piggyback rights” under Section 3(b) of the Registration Rights Agreement, (ix) Transfers of Pre-IPO Securities to Permitted Transferees; provided, that, such Permitted Transferee executes a Joinder Agreement in the form attached as Exhibit A to this Agreement, (x) Transfers of Pre-IPO Securities to the Company in satisfaction of tax withholding obligations, (xi) Transfers of Pre-IPO Securities pursuant to domestic relations or court orders and (xii) Transfers of Pre-IPO Securities by will or the laws of intestacy; provided, that it shall be a condition to any Transfer pursuant to clauses (ix), (x), (xi) and (xii) above that each party (Transferor or Transferee) shall not be required by law (including without limitation the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntarily make, any members filing with the Securities and Exchange Commission or public announcement of the Sponsor, or any affiliates Transfer prior to the expiration of the SponsorLock-up Restrictions (other than a filing on Form 5 made when required); (ii) provided, further, that solely in the case of an individualclause (x) above, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to event that a qualified domestic relations order; (v) transfers by private sales filing on Form 4 or transfers made 5 is required in connection with a forfeiture to the consummation Company to cover tax obligations of the undersigned in connection with a Business Combination at prices no greater than vesting event, the price at which filing shall report such transfer using transaction code “F” and shall include a footnote that such transaction was undertaken solely to satisfy such tax obligation. (d) The undersigned also agrees and consents to the securities were originally purchased; (vi) transfers in the event entry of stop transfer instructions with the Company’s liquidation prior to transfer agent and registrar against the completion of an initial Business Combination; and (vii) transfers by virtue transfer of the laws of undersigned’s Common Shares except in compliance with the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinforegoing restrictions.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement WarrantsUnits (or any underlying securities), until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b)) , Transfers of the Founder Shares, Private Placement Warrants or Units (and the underlying securities), and the Ordinary Shares and Warrants issued or issuable upon the conversion of the Private Placement Warrants Units or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. Subject to the exceptions set forth in this Letter Agreement, without the unanimous approval of the board of directors of KCAC (the “Board”), as follows: (a) The Sponsor and each Insider agrees that it, he or she shall Employee will not Transfer any Founder of the Shares during the Initial Lock-up Period. (or Ordinary b) Following the Initial Lock-up Period, the Employee will not Transfer any of the Shares issuable upon conversion thereof) until during the earlier term of this Letter Agreement, except as follows: (i) six months During the first year after the completion Effective Time, the Employee may Transfer without restriction up to 25% of the Company’s initial Business Combination or total number of Shares. (ii) subsequent to Following the Business Combination, (x) if the last sale price first anniversary of the Ordinary Effective Time until the termination of this Letter Agreement pursuant to Section 2(c), the Employee may Transfer without restriction a cumulative total (taking into account Transfers made in the first year) of up to 50% of the total number of Shares. (iii) In addition to Transfers permitted under the prior paragraphs, the Employee may Transfer without restriction up to an additional 50% of the total number of Shares equals following satisfaction of agreed delivery requirements between the Company and Volkswagen Group of America, Inc. or exceeds $12.00 per Ordinary Share its affiliates (“VW”) as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and set forth on Exhibit A. (c) The lock-up restrictions set forth in Section 2(b) shall automatically terminate upon the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or earliest of: (yi) the four year anniversary of the Effective Time; (ii) such date on which the Company KCAC completes a liquidation, merger, share exchange, reorganization stock exchange or other similar transaction that results in all of the CompanyKCAC’s shareholders stockholders having the right to exchange their Ordinary Shares shares of KCAC Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organizationproperty; (iii) in such date as of which VW terminates for any reason the case Amended and Restated Joint Venture Agreement, dated as of an individualMay 14, transfers 2020, by virtue of laws of descent and distribution upon death of among the individualCompany and VW (as may be amended from time to time, the “JV Agreement”); (iv) in such date on which VW issues a critical or negative statement regarding KCAC and its technology (as reasonably interpreted by the case chief legal officer of an individual, transfers pursuant KCAC) unless such statement is required to a qualified domestic relations orderbe made by VW under applicable law and is truthful and accurate; or (v) transfers such date that VW has Transferred a number of shares of KCAC Common Stock owned of record or beneficially by private sales VW as of the Effective Time or transfers purchased by VW from the Company (collectively, the “VW (A) during the first year after the Effective Time, in excess of 25% of the total number of VW Shares, (B) following the first anniversary of the Effective Time until the termination of this Letter Agreement pursuant to this Section 2(c), a cumulative total (taking into account Transfers made in connection with the consummation first year) in excess of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event 50% of the Company’s liquidation total number of VW Shares, or (C) at any time prior to the completion satisfaction of an initial Business Combination; agreed delivery requirements between the Company and (vii) transfers by virtue VW as set forth on Exhibit A, in excess of 50% of the laws total number of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinVW Shares.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement WarrantsUnits (or any underlying securities), until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or Units (and the underlying securities), and the Ordinary Shares and Warrants issued or issuable upon the conversion of the Private Placement Warrants Units or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) The Sponsor and each Insider agrees that itsell, he transfer, assign, pledge or she shall not Transfer any Founder hypothecate this Purchase Warrant or Warrant Shares for a period of one hundred eighty (180) days following the Qualification Date or Ordinary Shares issuable upon conversion thereof) until commencement of sales of Units in the earlier of Offering to anyone other than: (i) six months after to an underwriter or a selected dealer participating in the completion of the Company’s initial Business Combination Offering, or (ii) subsequent a bona fide officer or partner of Network 1 Financial Securities, Inc. (“Network 1”) or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or Warrant Shares issuable hereunder to be the Business Combinationsubject of any hedging, (x) if short sale, derivative, put or call transaction that would result in the last sale price effective economic disposition of this Purchase Warrant or the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (securities hereunder, except as adjusted provided for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations in FINRA Rule 5110(g)(2). On and the like) for any 20 trading days within any 30-trading day period commencing at least 150 after 180 days after the Company’s initial Business Combination Qualification Date or (y) commencement date of sales of Units in this Offering, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the date on which Holder must deliver to the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor assignment form attached hereto duly executed and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such periodcompleted, together with the Founder Shares Lock-up PeriodPurchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers books of the Founder Shares, Private Placement Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) like tenor to the Company’s officers appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate such portion of such person, or to a charitable organization; (iii) in the case of an individual, transfers number as shall be contemplated by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinany such assignment.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combination, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b) 7(a), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (iii) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order; (v) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until (A) with respect to 50% of the Founder Shares, the earlier of (i) six months after the completion of the Company’s 's initial Business Combination or (ii) subsequent to the Business Combination, (x) if date on which the last sale closing price of the Ordinary Shares equals or our ordinary shares exceeds $12.00 12.50 per Ordinary Share share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) with respect to the remaining 50% of the Founder Shares, six months after the date of the initial Business Combination or (y) earlier if approved by the date on which shareholders of the Company, and in either case, if, subsequent to the initial Business Combination, the Company completes consummates a liquidation, merger, share exchange, reorganization exchange or other similar transaction that results in all of the Company’s our shareholders having the right to exchange their Ordinary Shares shares for cash, securities or other property property. (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i1) to any persons (including their affiliates and shareholders) participating in the Company’s officers or private placement of the private placement warrants, officers, directors, any affiliates or family shareholders, employees and members of any of the Company’s officers our sponsor and its affiliates, (2) amongst Insiders or directorsto our officers, any directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members of the Sponsorupon its liquidation, or any affiliates of the Sponsor; (ii4) in the case of an individual, transfers by bona fide gift to a member of the individual’s holder's immediate family, family or to a trust, the beneficiary of which is a holder or a member of the individual’s a holder's immediate family or an affiliate of such personfamily, or to a charitable organization; for estate planning purposes, (iii5) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (iv6) in the case of an individual, transfers pursuant to a qualified domestic relations order; , (v7) transfers by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities shares were originally purchased; purchased (vi9) transfers by the Sponsor to certain anchor investors participating in the event Public Offering or (10) for the cancellation of the Company’s liquidation prior up to 412,500 Ordinary Shares subject to forfeiture to the completion extent that the Underwriters' over-allotment is not exercised in full or in part or in connection with the consummation of an initial a Business Combination; , in each case (except for clause 10 or with our prior consent) where the transferee agrees to the terms of this Agreement and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinescrow agreement.

Lock-Up Restrictions. (a) The Sponsor Except as provided in Section 1.01(b), from the Closing Date until and each Insider including December 3, 2025 (the “Restricted Period”), Holder agrees that it, he or she it shall not Transfer offer, sell, contract to sell (including any Founder Shares short sale), pledge, hypothecate, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, grant any option, right or warrant for the sale of, purchase any option or contract to sell, sell any option or contract to purchase, or otherwise encumber, dispose of or transfer, or grant any rights with respect to, directly or indirectly, any shares of Parent Common Stock or securities convertible into or exchangeable or exercisable for any shares of Parent Common Stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Parent Common Stock, whether any such aforementioned transaction is to be settled by delivery of the Parent Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement (or Ordinary Shares issuable upon conversion thereof) until a “Transfer”), without, in each case, the earlier prior written consent of the Parent, which consent may be withheld in the Parent’s sole discretion (such restrictions, the “Lock-Up Restrictions”); provided, that (i) six months after the completion of the Company’s initial Business Combination or (ii) subsequent to the Business Combinationon June 3, (x) if the last sale price of the Ordinary Shares equals or exceeds $12.00 per Ordinary Share 2025, one-half (as adjusted for share splits, share capitalizations, rights issuancesreorganizations, subdivisionsrecapitalizations and other similar transactions) of the Parent Common Stock will be released from the Lock-Up Restrictions and may be Transferred by the Holder and its assigns and (ii) if, at any time following the Closing, the Nasdaq Official Closing Price (or other applicable closing price on the principal securities market on which the Parent Common Stock is then trading) of the Parent Common Stock exceeds $20.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in transactions), all shares of Parent Common Stock will be released from the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”)Up Restrictions, and all such shares of Parent Common Stock may be Transferred by the Holder and its assigns. (b) The Sponsor and each Insider agrees that itNotwithstanding Section 1.01(a), he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares foregoing Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Up Restrictions will not apply to Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i) to the Company’s officers as a bona fide gift or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsorcharitable contribution; (ii) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, or other entity formed for estate planning purposes for the beneficiary of which is a member primary benefit of the individual’s immediate family spouse, domestic partner, parent, sibling, child or an affiliate grandchild of such personHolder of Parent Common Stock or any other person with whom such Holder has a relationship by blood, marriage or to a charitable organizationadoption not more remote than first cousin; (iii) in by will or intestate succession upon the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individualHolder; (iv) in the case of an individual, transfers pursuant to a qualified domestic relations order, court order or in connection with a divorce settlement; (v) transfers if such Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by private sales or transfers made in connection is under common control or management with the consummation Holder (including, but not limited to, any distribution to equityholders), or (B) to partners, limited liability company members, or stockholders of the Holder, including, for the avoidance of doubt, where the Holder is a Business Combination at prices no greater than the price at which the securities were originally purchasedpartnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (viC) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; and (vii) transfers by virtue of the laws of the State state or jurisdiction of Delaware or the Sponsorentity’s limited liability company agreement organization and the entity’s organizational documents upon dissolution of the Sponsorentity; (vi) in connection with the grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance to a nationally or internationally recognized financial institution in connection with a loan; provided, that (A) the Holder shall provide the Parent prior written notice informing them of any public filing, report or announcement made by or on behalf of the Holder with respect thereto and (B) any grant and maintenance of a bona fide lien, security interest, pledge or other similar encumbrance under this clause (vi) shall not (1) be in violation of the Xxxxxxx Xxxxxxx and Regulation FD Policy of the Parent or (2) permit an exercise on the Parent Common Stock serving as collateral in the event of default; or (vii) in connection with a completion of a liquidation, merger, consolidation, stock exchange, reorganization, tender offer or other similar transaction which results in all of the Parent’s security holders having the right to exchange their shares of Parent Common Stock for cash, securities or other property; provided, however, that in the case of clauses (i) through (v) or (viivi), these permitted transferees such “Permitted Transferees,” to the extent not already party hereto, must enter into a written agreement agreeing to be bound by the restrictions hereinin this Agreement. Furthermore, the Holder may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided, that (i) any public announcement or filing under the Exchange Act made by any person regarding the establishment of such plan during the Restriction Period shall include a statement that the Holder is not permitted to transfer, sell or otherwise dispose of securities under such plan during the Restriction Period in contravention of this Agreement and (ii) no sale or transfer of Parent Common Stock is made pursuant to such plan during the Restriction Period.

Lock-Up Restrictions. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until (A) with respect to 50% of the Founder Shares, the earlier of (i) six months after the completion of the Company’s 's initial Business Combination or (ii) subsequent to the Business Combination, (x) if date on which the last sale closing price of the Ordinary Shares equals or our ordinary shares exceeds $12.00 12.50 per Ordinary Share share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations reorganizations and the likerecapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) with respect to the remaining 50% of the Founder Shares, six months after the date of the initial Business Combination or (y) earlier if approved by the date on which shareholders of the Company, and in either case, if, subsequent to the initial Business Combination, the Company completes consummates a liquidation, merger, share exchange, reorganization exchange or other similar transaction that results in all of the Company’s our shareholders having the right to exchange their Ordinary Shares shares for cash, securities or other property property. (the “Founder Shares Lock-up Period”). (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, until 30 days after the completion of a Business Combination (such period, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). (c) Notwithstanding the provisions set forth in Sections 7(a) and Sections 7(b), Transfers of the Founder Shares, Private Placement Warrants or the Ordinary Shares issued or issuable upon the conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this Section 7(c)), are permitted (i1) to any persons (including their affiliates and shareholders) participating in the Company’s officers or private placement of the private placement warrants, officers, directors, any affiliates or family shareholders, employees and members of any of the Company’s officers our sponsor and its affiliates, (2) amongst Insiders or directorsto our officers, any directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or members of the Sponsorupon its liquidation, or any affiliates of the Sponsor; (ii4) in the case of an individual, transfers by bona fide gift to a member of the individual’s holder's immediate family, family or to a trust, the beneficiary of which is a holder or a member of the individual’s a holder's immediate family or an affiliate of such personfamily, or to a charitable organization; for estate planning purposes, (iii5) in the case of an individual, transfers by virtue of the laws of descent and distribution upon death of the individual; death, (iv6) in the case of an individual, transfers pursuant to a qualified domestic relations order; , (v7) transfers by certain pledges to secure obligations incurred in connection with purchases of our securities, (8) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities shares were originally purchased; purchased (vi9) transfers by the Sponsor to certain anchor investors participating in the event Public Offering, including transfers between and among any funds that are affiliates of such anchor investor, or (10) for the Company’s liquidation prior cancellation of up to 412,500 Ordinary Shares subject to forfeiture to the completion extent that the Underwriters' over-allotment is not exercised in full or in part or in connection with the consummation of an initial a Business Combination; , in each case (except for clause 10 or with our prior consent) where the transferee agrees to the terms of this Agreement and (vii) transfers by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions hereinescrow agreement.