Common use of Lock-up; Transfer Restrictions Clause in Contracts

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider agrees that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. The Sponsor and each Insider agrees not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (i) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (Ai)(x) one year after with respect to one-half of such shares, until consummation of the completion Company’s initial Business Combination, (y) with respect to one-fourth of an such shares, until the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination (the “Requisite Trading Period”), and (Bz) with respect to one-fourth of such shares, until the closing price of the Ordinary Shares equals or exceeds $14.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for the Requisite Trading Period, and (x) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, the Sponsors and the Insiders agree that they shall not Transfer any Founder Shares until one year after the date of the consummation of the Company’s initial Business Combination provided that, such holders shall be permitted to Transfer such Founder Shares if, subsequent to a the Company’s initial Business Combination, (i) the closing last sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within the Requisite Trading Period or (ii) the Company consummates a 30-trading day period commencing at least 150 days after subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s initial Business Combinationshareholders having the right to exchange their Ordinary Shares for cash, the Founder Shares shall be released from the Founder Shares Lock-upsecurities or other property. b. (b) The Sponsor and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of the Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Shares and Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, or Private Placement Warrants or Ordinary SharesWarrants, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, ; (hi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeUnderwriter, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 5(g) of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider agrees that they it, he or she shall not Transfer Transfer: (a) any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (Ai) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all consummation of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property Business Combination; (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, ii) subsequent to the consummation of a Business Combination, when the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizations, share consolidationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination; or (iii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Founder Company’s stockholders having the right to exchange their Ordinary Shares shall be released from for cash, securities or other property (the “Founder Shares Lock-up.up Period”); and b. The Sponsor and each Insider agrees not to effectuate (b) any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or in each case the Ordinary Shares underlying such warrants warrants, until 30 days after the completion of an initial Business CombinationCombination (the “Warrants Lock-up Period,” and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Founder Shares, Private Placement Warrants, Working Capital Warrants (or the Ordinary Shares underlying such warrants), or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or Public Warrants purchased in the Public Offering or thereafter) held by it, her or him, as applicable. (d) Notwithstanding the provisions set forth in paragraphs Sections 5(a), 5(b) and (b)or 5(c) above, Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and or Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants underlying such warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c3(d)), are permitted: permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners affiliate of the Company’s Sponsor or their affiliates, to any affiliates member of the Sponsor, or any employees of such their affiliates; (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Shares or Private Placement Warrants or (as well as the Ordinary SharesShares underlying such warrants), as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ih) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (if) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider agrees that they it, he or she shall not Transfer Transfer: (a) any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.; and b. The Sponsor and each Insider agrees not to effectuate (b) any Transfer of Private Placement Warrants, Shares or Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business CombinationCombination (the “Shares Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares (including, but not limited to, Founder Shares), Private Placement Shares or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or Public Warrants purchased in the Public Offering or thereafter) held by it, her or him, as applicable. (d) Notwithstanding the provisions set forth in paragraphs Sections 5(a), 5(b) and (b)or 5(c) above, Transfers of the Founder Shares, Shares or Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c3(d)), are permitted: permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesany affiliates of such members and funds and accounts advised by such members, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Shares or Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider Purchaser agrees that they it shall not Transfer (as defined below) any Founder Class B Shares (or any Ordinary acquired by it under this Agreement and the Class A Shares issuable upon conversion thereof) (the “Founder into which such Class B Shares Lock-up”) are convertible, until the earliest earlier of (A) one year after the completion of an initial Business Combination Closing and (B) the date following the completion of an initial Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s ordinary shareholders having the right to exchange their Ordinary Shares ordinary shares of the Company for cash, securities or other property (the “Founder Shares Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Class A Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidationscapitalization, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within a any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Company’s initial Business CombinationCombination Closing, the Founder Class B Shares (and the Class A Shares into which the Class B Shares are convertible) shall be released from the Founder Shares Lock-up. b. The Sponsor and each Insider agrees not lockup referred to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. in this Section 5(a). Notwithstanding the provisions set forth in paragraphs 5(a) and (b)first sentence hereinabove, Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants Class B Shares (and Ordinary the Class A Shares issued or issuable upon into which the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that Class B Shares are held by the Sponsor, any Insider or any of their convertible) are permitted transferees (that have complied with this paragraph 5(c)), are permitted: (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (i) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.,

Lock-up; Transfer Restrictions. a. (a) The Sponsor Sponsors and each Insider agrees agree that they they, it, he or she shall not Transfer (as defined below) any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, 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 following the completion of an the Company’s initial Business Combination on which the Company completes a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s shareholders Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. (b) The Sponsor Sponsors and each Insider agrees agree that they, it, he or she shall not to effectuate Transfer any Transfer Private Placement Warrants (or Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants ) until 30 days after the completion of an the Company’s initial Business CombinationCombination (the “Private Placement Warrants Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) Notwithstanding the provisions set forth in paragraphs 5(a7(a) and (b7(b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation conversion of the Founder Shares, Private Placement Warrants, Working Capital Warrants or the Founder Shares and Sponsor Loan Warrants that are held by the SponsorSponsors, any Insider or any of their permitted transferees (that have complied with the provisions of this paragraph 5(c7(c)), ) are permitted: permitted (ai) to the Company’s officers directors or directorsofficers, any affiliate affiliates or family member of any members or partners of the Company’s officers directors or directorsofficers, and to any members or partners of the Sponsor Sponsors or their affiliates, any affiliates of the Sponsor, or any employees of such affiliatesSponsors; (bii) in the case of an individual, by gift to a member of one of the individual’s immediate family family, or to a trust, the beneficiary of which is a member of the individual’s immediate family, family or an affiliate of such person person, or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with the consummation of a the Company’s Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hvi) in the event of the Company’s liquidation prior to the Company’s completion of a its initial Business Combination; (vii) by virtue of the laws of the State of Delaware or the Sponsors’ organizational documents, upon dissolution of each of our Sponsors; and (iviii) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the Company’s Public Shareholders shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an the Company’s initial Business Combination; provided, however, that that, in the case of clauses (ai) through (iv) of this paragraph 5(cor (vii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by these transfer restrictionsrestrictions and any other restrictions contained in this Letter Agreement and by the same agreements entered into by the Sponsors with respect to such securities (including provisions relating to voting, the Trust Account and liquidating distributions). d. During (d) Notwithstanding the provisions set forth in paragraphs 7(a) and 7(b), during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Sponsors and each Insider shallshall not, without the prior written consent of the RepresentativeRepresentatives, Transfer offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable exercisable, or exchangeable for, Ordinary Shares, or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares held by it, her pursuant to their terms or himany Transfer of Founder Shares to any current or future independent director or officer of the Company (as long as such current or future independent director or officer Transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicableapplicable to directors and officers at the time of such Transfer; and as long as, subject to certain exceptions enumerated in the extent any Section 2 16 reporting obligation is triggered as a result of such Transfer, any related Section 16 filing includes a practical explanation as to the nature of the Underwriting AgreementTransfer). The Sponsors and each of the Insiders acknowledge and agree that, prior to the effective date of any release or waiver, of the restrictions set forth in this paragraph 7(d) or paragraph 7(a) above, the Company may announce the impending release or waiver by press release through a major news service at least two business days before the effective date of such release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely to permit a Transfer not for consideration and the Transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees that they it, he or she shall not Transfer any Founder Shares (or any Ordinary Shares shares of Class A Common Stock issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial the Business Combination or earlier if, subsequent to the Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (B) the date following the completion of an initial the Business Combination on which the Company completes a liquidation, merger, share capital stock exchange or other similar transaction that results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares shares of Class A Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. (b) The Sponsor and each Insider agrees that it, he or she shall not to effectuate Transfer any Transfer Private Placement Warrants (or any share of Class A Common Stock issued or issuable upon the exercise of the Private Placement Warrants), Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial a Business Combination, the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) Notwithstanding the provisions set forth in paragraphs 5(a4(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares shares of Class A Common Stock issued or issuable upon the exercise or conversation conversion of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c4(c)), are permitted: permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners affiliate of the Sponsor Company’s sponsor or to any member of the sponsor or any of their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by as a gift to a member of one of the individualsuch person’s immediate family or to a trust, the beneficiary of which is a member of the individualsuch person’s immediate familyfamily or such individual, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individualsuch person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants shares or Ordinary Shares, as applicable, warrants were originally purchased; (f) by virtue of the Sponsorlaws of the State of Delaware or the Company’s organizational documents sponsor’s limited liability company agreement, upon liquidation or dissolution of the Sponsor; Company’s sponsor, (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion consummation of a the Business Combination; or (ih) in the event that, subsequent to the consummation of completion of the Business Combination, the Company completes a liquidation, merger, share capital stock exchange or other similar transaction which results in all of the Company’s Public Shareholders stockholders having the right to exchange their Ordinary Shares shares of Class A Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combinationproperty; provided, however, that in the case of clauses (a) through (ie) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictionsrestrictions and the other restrictions contained in letter agreement . d. During (d) Except as provided under 4(c), during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeUnderwriters, Transfer any Units, Ordinary Sharesshares of Common Stock, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares shares of Common Stock held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 5(h) of the Underwriting Agreement. (e) Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 4, the Company shall announce such release or waiver by press release through a major news service at least two business days before the effective date of such release or waiver. Any release or waiver granted shall be effective no earlier than two business days after the publication date of such press release.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizations, share consolidationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. The period of the Founder Shares Lock-up pursuant to this Paragraph 5(a) is referred to as the “Founder Shares Lock-up Period.” b. (b) The Sponsor and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares Common Stock underlying such warrants Warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon Common Stock underlying the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s employees, officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any employees, officers, directors or members or partners of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor) or their affiliates, or any affiliates of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor, or any employees of such affiliates); (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (g) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hincluding in connection with the transactions contemplated by that certain Forfeiture Agreement, dated as of December 9, 2021 between the Company and the Sponsor); (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s Public Shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeRepresentatives, Transfer any Units, Ordinary SharesCommon Stock, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares Common Stock held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 6(i) of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (Ai)(x) one year after with respect to one-half of such shares, until consummation of the completion Company’s initial Business Combination, (y) with respect to one-fourth of an such shares, until the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period following the consummation of the Company’s initial Business Combination (the “Requisite Trading Period”), and (Bz) with respect to one-fourth of such shares, until the closing price of the Ordinary Shares equals or exceeds $14.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for the Requisite Trading Period, and (ii) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, the Sponsors and the Insiders agree that they shall not Transfer any Founder Shares until one year after the date of the consummation of the Company’s initial Business Combination provided that, such holders shall be permitted to Transfer such Founder Shares if, subsequent to a the Company’s initial Business Combination, (i) the closing last sales price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within a any 30-trading day period commencing at least 150 days after the Company’s initial Business CombinationCombination or (ii) the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Founder Company’s shareholders having the right to exchange their Ordinary Shares shall be released from the Founder Shares Lock-upfor cash, securities or other property. b. (b) The Sponsor and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of the Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Shares and Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, or Private Placement Warrants or Ordinary SharesWarrants, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, ; (hi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeUnderwriter, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 5(g) of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date third anniversary following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a such Business Combination, the closing price of the Ordinary Shares equals or exceeds , for any 20 trading days within a 30-trading day period, (i) $12.00 10.00 per share, one-third (1/3) of the Founder Shares shall be released from the Founder Shares Lock-up, (ii) $12.50 per share, an additional one-third (1/3) of the Founder Shares (two-thirds (2/3) of the Founder Shares in the aggregate), shall be released from the Founder Shares Lock-up and (iii) $15.00 per share, an additional one-third (1/3) of the Founder Shares (all of the Founder Shares in the aggregate) shall be released from the Founder Shares Lock-up; provided that in each case, such per share (as price shall be adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-uplike as appropriate. b. (b) The Sponsor and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon underlying the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (if) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 6(h) of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider agrees that they it, he or she shall not Transfer Transfer: (a) any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.; and b. The Sponsor and each Insider agrees not to effectuate (b) any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Warrants or Extension Loan Warrants or Class A Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business CombinationCombination (the “Warrants Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Underwriter, Transfer any Units, Ordinary Shares (including, but not limited to, Founder Shares), Private Placement Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or Public Warrants purchased in the Public Offering or thereafter) held by it, her or him, as applicable. (d) Notwithstanding the provisions set forth in paragraphs Sections 5(a), 5(b) and (b)or 5(c) above, Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Class A Ordinary Shares issued underlying the Private Placement Warrants or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants Shares and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c5(d)), are permitted: permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesany affiliates of such members and funds and accounts advised by such members, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Undersigned agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding ; provided, that, notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. The Sponsor ; and each Insider agrees not provided further, that, notwithstanding the foregoing, any of our directors or executive officers who are tax residents of India will be able to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary their Founder Shares underlying such warrants until 30 days after upon the completion of an initial Business Combination. c. Notwithstanding the provisions set forth , in paragraphs 5(a) and (b), Transfers light of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable Indian tax exposure they are expected to experience upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, howeverand provided further, that the Sponsor agrees that it shall not Transfer any Founder Shares until such Founder Shares have vested in accordance with the performance vesting requirements set forth in paragraph 5(b). (b) The Sponsor agrees that it shall not Transfer any Founder Shares in any specified Tranche (as defined below) of such Founder Shares unless, until and to the extent that a Release Event (as defined below) has occurred with respect to such Tranche of such Founder Shares. Upon the eighth (8th) anniversary of the completion of an initial Business Combination, if any of the Sponsor’s Founder Shares have not been subject to a Release Event, such Founder Shares shall be immediately cancelled and forfeited by the Sponsor. Nevertheless, at all times prior to such cancellation and forfeiture of any Sponsor Founder Shares, the Sponsor shall be entitled to vote all such Founder Shares subject to paragraphs 4(a) and (b), and shall be entitled to receive all dividends and distributions, if any, paid in respect of such Founder Shares and in respect of such Founder Shares shall be entitled to all benefits described in our amended and restated memorandum and articles of association under the heading “Founder Shares Conversion and Anti-Dilution Rights”. The Sponsor’s Founder Shares shall vest, and as a consequence shall no longer be subject to the transfer restrictions described above or to cancellation and forfeiture, in the case following tranches (each, a “Tranche” and collectively, the “Tranches”), upon the satisfaction of clauses the conditions specified below as to each Tranche (a) through the condition or conditions applicable to each specific tranche being referred to herein as the “Release Event” applicable to such Tranche): (i) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date fifty percent (50%) of the Underwriting Agreement and ending 180 days after such dateSponsor’s Founder Shares, neither upon the Sponsor nor any Insider shall, without the prior written consent completion of an initial Business Combination; (ii) twenty-five percent (25%) of the Representative, Transfer any Units, Ordinary Sponsor’s Founder Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, upon the Return to Shareholders (as applicable, subject to certain exceptions enumerated in Section 2 defined below) exceeding $12.50; and (iii) the remaining twenty-five percent (25%) of the Underwriting AgreementSponsor’s Founder Shares, upon the Return to Shareholders exceeding $15.00.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider hereby agrees that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) of the Founder Shares held by it, her or him (the “Founder Shares Lock-up”) ), until the earliest earlier of (Ai) one (1) year after the completion of an initial Business Combination and (Bii) the date following the completion of an initial Business Combination Combination, the date on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within a 30-trading any thirty (30)-trading day period commencing at least 150 one-hundred and fifty (150) days after the consummation of the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. The (b) Subject to the exceptions set forth herein, the Sponsor and each Insider hereby agrees that he, she or it shall not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares underlying such warrants Warrants held by it, her or him until 30 thirty (30) days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation conversion of the Founder Shares, Private Placement Warrants, Working Capital Warrants or the Founder Shares and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c))transferees, as applicable, are permitted: permitted (ai) to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any members or partners of the Sponsor or their respective affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (bii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (div) in the case of an individual, pursuant to a qualified domestic relations order; (ev) by private sales or transfers made in connection with any forward purchase agreement, backstop agreement or similar arrangement or in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (fvi) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gvii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, ; (hviii) in the event of the Company’s liquidation prior to the completion of a an initial Business Combination; or (iix) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (ai) through (ivi) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer Transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 one-hundred and eighty (180) days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeRepresentatives, (i) Transfer any Units, Ordinary Shares, Founder Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject provided, however, that the foregoing shall not apply Transfers to certain exceptions enumerated the Sponsor by the Insiders, (ii) enter into any swap or other arrangement that transfers to another, in Section 2 whole or in part, any of the Underwriting Agreementeconomic consequences of ownership of any Units, Ordinary Shares, Founder Shares, Warrants or any other securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by it, her or him, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii). If the undersigned Insider is an officer or director of the Company, the undersigned further agrees that the forgoing restrictions shall be equally applicable to any issuer-directed Units that the undersigned may purchase in the Public Offering. Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions set forth in this paragraph 5, the Company shall announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph 5 will not apply if (a) the release or waiver is effected solely to permit a Transfer of securities that is not reportable in accordance with Section 16 of the Exchange Act and (b) the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.

Lock-up; Transfer Restrictions. a. The Sponsor and each Insider agrees that they it, he or she shall not Transfer Transfer: (a) any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange 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”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up.; and b. The Sponsor and each Insider agrees not to effectuate (b) any Transfer of Private Placement WarrantsShares, Working Capital Warrants, Sponsor Shares or Extension Loan Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business CombinationCombination (the “Shares Lock-up Period”, and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). c. (c) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares (including, but not limited to, Founder Shares), Private Placement Shares or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares (but excluding Units, Ordinary Shares or Public Warrants purchased in the Public Offering or thereafter) held by it, her or him, as applicable. (d) Notwithstanding the provisions set forth in paragraphs 5(aSections 4(a), 4(b) and (b)or 4(c) above, Transfers of the Founder Shares, Shares or Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c3(d)), are permitted: permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliatesany affiliates of such members and funds and accounts advised by such members, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Shares or Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) pro rata distributions from the Sponsor to its members, partners, or stockholders pursuant to the Sponsor’s operating agreement; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hi) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. (a) The Sponsor and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”)property. Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share capitalizations, share consolidationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. The period of the Founder Shares Lock-up pursuant to this Paragraph 5(a) is referred to as the “Founder Shares Lock-up Period.” b. (b) The Sponsor and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants or Ordinary Shares Common Stock underlying such warrants Warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Ordinary Shares issued or issuable upon Common Stock underlying the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Company’s employees, officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any employees, officers, directors or members or partners of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor) or their affiliates, or any affiliates of the Sponsor (or former Sponsor if such transfer occurs after a dissolution of the Sponsor, or any employees of such affiliates); (b) in the case of an individual, by gift to a member of one of the individual’s immediate family family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) 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 Founder Shares, Private Placement Warrants or Ordinary SharesCommon Stock, as applicable, were originally purchased; (f) by pro rata distributions from the Sponsor to its members, partners, or shareholders pursuant to the Sponsor’s organizational documents; (g) by virtue of the laws of Delaware or the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (gh) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, (hincluding in connection with the transactions contemplated by that certain Forfeiture Agreement, dated as of [●], between the Company and the Sponsor); (i) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ij) in the event of completion of a liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s Public Shareholders stockholders having the right to exchange their Ordinary Shares Common Stock for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (ig) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any and each Insider shallshall not, without the prior written consent of the RepresentativeRepresentatives, Transfer any Units, Ordinary SharesCommon Stock, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares Common Stock held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 [6(h)] of the Underwriting Agreement.

Lock-up; Transfer Restrictions. a. The Sponsor (a) Subject to the provisions set forth in paragraph 5(c), the Buyer, the Sponsor, CB Co-Investment and each Insider agrees the Insiders agree that they shall not Transfer any Founder Shares (or any Ordinary Shares issuable upon conversion thereof) (the “Founder Shares Lock-up”) until the earliest earlier of (A) one year after the completion of an the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction that results in all of the Company’s shareholders Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. b. The Sponsor (b) Subject to the provisions set forth in paragraph 5(c), the Buyer, Sponsor, CB Co-Investment and each Insider agrees Insiders agree that they shall not to effectuate any Transfer of Private Placement Warrants, Working Capital Warrants, Warrants or Sponsor Loan Warrants or the Ordinary Shares underlying such warrants Private Placement Warrants, Working Capital Warrants or Sponsor Loan Warrants until 30 days after the completion of an initial Business Combination. c. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working Capital Warrants, Sponsor Loan Warrants and Warrants, or Ordinary Shares issued or issuable upon underlying the exercise or conversation of the Founder Shares, Private Placement Warrants, Working Capital Warrants and or Sponsor Loan Warrants that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 5(c)), are permitted: (a) to the Buyer, the Sponsor or to the Company’s officers or directors, any affiliate affiliates or family member members of any of the Company’s officers or directors, any members or partners of the Sponsor Buyer, the Sponsor, CB Co-Investment or their affiliates, any affiliates of the Buyer, the Sponsor, CB Co-Investment, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination Combination, including with respect to any forward purchase agreement or similar arrangement, at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, securities were originally purchased; (f) by virtue of the Buyer’s, the Sponsor’s, or CB Co-Investment’s organizational documents upon liquidation or dissolution of the SponsorBuyer, the Sponsor or CB Co-Investment; (g) to the Company for no value for cancellation in connection with the consummation of an its initial Business Combination, ; (h) in the event of the Company’s liquidation prior to the completion of a its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (if) of this paragraph 5(c), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. d. During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, neither the Sponsor nor any Insider shall, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section 2 of the Underwriting Agreement(d) [Reserved].”