Common use of Lockup Clause in Contracts

Lockup. The Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty (180) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s officers or directors, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised by such members, any affiliates of the Purchaser, 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, 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 Securities, as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, or (h) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A 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 (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Purchaser acknowledges that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPO.

Lockup. The Purchaser Subscriber acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a1) to any persons (including their affiliates and shareholders) participating in the IPO, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or the Purchaser’s officers or directorsmembers upon its liquidation, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised (4) by such members, any affiliates of the Purchaser, or any employees of such affiliates; (b) in the case of an individual, by bona fide gift to a member of one of the individualholder’s immediate family, any estate planning vehicle family or to a trust, the beneficiary of which is a holder or a member of the individuala holder’s immediate family, an affiliate of such person or to a charitable organization; for estate planning purposes, (c5) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; death, (d6) in the case of an individual, pursuant to a qualified domestic relations order; , (e7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s 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, as applicable, applicable securities were originally purchased; purchased or (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g9) to the Company for no value for cancellation in connection with the consummation of an initial the Business Combination, or Combination (h) in the event each of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A 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 (a1) through (g9), a “permitted transferee”), in each case (except for clause 9) these permitted transferees must enter where the transferee agrees to the terms of this agreement and by the same agreements entered into a written agreement agreeing by the initial holder of such securities with respect to be bound by these transfer restrictionssuch securities. The Purchaser acknowledges that the Units and their component parts and the related registration rights Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales in of the IPOOffering, subject to certain limited exceptions exceptions, pursuant to permitted transferees hereunder and in accordance with Rule 5110(g)(2) of the FINRA Rule 5110(e)(2)(B)Manual. The Accordingly, the Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such the securities by any person for a period of one hundred eighty (during such 180) days immediately following the commencement of sales in the IPO-day period.

Lockup. The Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (aa)(i) to the Company’s sponsor’s members, (ii) the directors or officers of the Company, the Company’s sponsor, the Company’s sponsor’s members or the Purchaser’s officers or directors, (iii) any affiliate affiliates or family member members of any the directors or officers of the Company, the Company’s sponsor, the Company’s sponsor’s members or the Purchaser’s officers or directors, (iv) any members or partners of the Company’s sponsor, the Company’s sponsor’s members, the Purchaser or their respective affiliates, or any affiliates of such members and funds and accounts advised by such the Company’s sponsor, the Company’s sponsor’s members, any affiliates of the Purchaser, 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, 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) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (f) 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 Securitiesprivate placement securities, as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination;, or (h) in the event of the Company’s liquidation prior to the Company’s completion of an initial business combination; (i) by virtue of the laws of the Cayman Islands, by virtue of the Company’s sponsor’s memorandum and articles of association or other constitutional, organizational or formational documents, as amended, upon dissolution of the Company’s sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of the Company’s sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary, or the organizational documents of the Purchaser upon dissolution of the Purchaser; or (j) in the event of our completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) our shareholders having the right to exchange their Class A Ordinary Shares ordinary shares for cash, securities or other property subsequent to the our completion of an our initial Business Combinationbusiness combination; provided, however, that in the case of clauses (a) through (ge) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Each Purchaser acknowledges that the Private Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPOPublic Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities private placement securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days five years immediately following the commencement of sales in the IPOPublic Offering.

Lockup. The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a1) to any persons (including their affiliates and shareholders) participating in the Offering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or the Purchaser’s officers or directorsmembers upon its liquidation, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised (4) by such members, any affiliates of the Purchaser, or any employees of such affiliates; (b) in the case of an individual, by bona fide gift to a member of one of the individualholder’s immediate family, any estate planning vehicle family or to a trust, the beneficiary of which is a holder or a member of the individuala holder’s immediate family, an affiliate of such person or to a charitable organization; for estate planning purposes, (c5) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; death, (d6) in the case of an individual, pursuant to a qualified domestic relations order; , (e7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s 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, as applicable, applicable securities were originally purchased; purchased or (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g9) to the Company for no value for cancellation in connection with the consummation of an initial the Business Combination, or Combination (h) in the event each of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A 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 (a1) through (g9), a “permitted transferee”), in each case (except for clause 9) these permitted transferees must enter where the transferee agrees to the terms of this agreement and by the same agreements entered into a written agreement agreeing by the initial holder of such securities with respect to be bound by these transfer restrictionssuch securities. The Purchaser acknowledges that the Units and their component parts and the related registration rights Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales in of the IPOOffering, subject to certain limited exceptions exceptions, pursuant to permitted transferees hereunder and in accordance with Rule 5110(g)(1) of the FINRA Rule 5110(e)(2)(B)Manual. The Accordingly, the Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such the securities by any person for a period of one hundred eighty (during such 180) days immediately following -day period. The term “permitted transferees” shall have the commencement of sales meaning ascribed to such term in the IPORegistration Statement.

Lockup. The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Rights, the Unit Shares, the Warrant Shares and the Right Shares shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a1) to any persons (including their affiliates and shareholders) participating in the Offering, officers, directors, shareholders, employees and members of the initial holders of the Units and their affiliates, (2) amongst initial holders or to the Company’s officers, directors and employees, (3) if a holder is an entity, as a distribution to its, partners, shareholders or the Purchaser’s officers or directorsmembers upon its liquidation, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised (4) by such members, any affiliates of the Purchaser, or any employees of such affiliates; (b) in the case of an individual, by bona fide gift to a member of one of the individualholder’s immediate family, any estate planning vehicle family or to a trust, the beneficiary of which is a holder or a member of the individuala holder’s immediate family, an affiliate of such person or to a charitable organization; for estate planning purposes, (c5) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; death, (d6) in the case of an individual, pursuant to a qualified domestic relations order; , (e7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s 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, as applicable, applicable securities were originally purchased; purchased or (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g9) to the Company for no value for cancellation in connection with the consummation of an initial the Business Combination, or in each case (hexcept for clause 9) in where the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent transferee agrees to the completion terms of an this agreement and by the same agreements entered into by the initial Business Combination; provided, however, that in the case holder of clauses (a) through (g) these permitted transferees must enter into a written agreement agreeing such securities with respect to be bound by these transfer restrictionssuch securities. The Purchaser acknowledges that the Units and their component parts and the related registration rights Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales in of the IPOOffering, subject to certain limited exceptions exceptions, pursuant to permitted transferees hereunder and in accordance with Rule 5110(g)(1) of the FINRA Rule 5110(e)(2)(B)Manual. The Accordingly, the Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Offering and the bona fide officers, partners or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such the securities by any person for a period of one hundred eighty (during such 180) days immediately following -day period. The term “permitted transferees” shall have the commencement of sales meaning ascribed to such term in the IPORegistration Statement.

Lockup. The Each Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s officers or directors, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised by such members, any affiliates of the Purchaser, 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, 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 SecuritiesPrivate Placement Shares, as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, or (h) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) Shareholders having the right to exchange their Class A 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 (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Each Purchaser acknowledges that the Private Placement Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPOPublic Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities Private Placement Shares and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) 180 days immediately following the commencement of sales in the IPOPublic Offering.

Lockup. The Purchaser acknowledges and Investor agrees that that, without the Securities prior written consent of the Company, it shall not be transferable, saleable or assignable Transfer any Shares beneficially owned by it until one hundred eighty (180) days after the consummation of an acquisition, share exchange, purchase of all or substantially all expiration of the assets ofsix-month period commencing on the Closing Date. Notwithstanding the preceding sentence, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except Transfers of Shares are permitted: (a) to the Company’s or the PurchaserInvestor’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or the PurchaserInvestor’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised by such members, any affiliates of the Purchaser, 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, any estate planning vehicle family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, family or an affiliate of such person or to a charitable organization; person, (c) to another corporation, partnership or other business entity that is an affiliate (as defined under Rule 12b-2 of the Exchange Act) of the Investor, (d) to limited or general partners or managers of the Investor, any member of any group undertaking for the time being of the Investor (excluding any portfolio company) (such group, the “Investor Group”), any investment fund which has the same general partner or manager as the Investor or a member of the Investor Group, any investment fund in respect of which the Investor or a member of the Investor Group is a general partner or manager and any limited partners (or an affiliate of such limited partner) in such investment fund, (e) in the case of an individual, by virtue of the laws of descent and distribution upon death of the individual; , (df) in the case of an individual, pursuant to a qualified domestic relations order; , (eg) as a distribution or dividend to equity holders (including, without limitation, general or limited partners and members) of the Investor (including upon the liquidation and dissolution of the Investor pursuant to a plan of liquidation approved by private sales the Investor’s equity holders), (h) as a bona fide gift to a charitable organization, (i) if transfers, sales, tenders or transfers made other dispositions of Shares are to a bona fide third party pursuant to a tender offer for securities of the Company or any merger, consolidation or other business combination involving a change of control of the Company that, in each case with respect to this clause (i), has been approved by the board of directors of the Company (including, without limitation, entering into any lock-up, voting or similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Shares in connection with the consummation any such transaction, or vote any Shares in favor of a Business Combination at prices no greater than the price at which the Securitiesany such transaction); provided that all Shares subject to this Section 8 that are not so transferred, as applicablesold, were originally purchased; (f) by virtue tendered or otherwise disposed of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) remain subject to the Company for no value for cancellation in connection with the consummation of an initial Business Combinationrestrictions set forth herein and each donee, distributee, transferee, or (h) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A 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 (g) these permitted transferees must beneficiary shall enter into a written agreement agreeing to be bound by these the transfer restrictions. The Purchaser acknowledges that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales restrictions contained in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPOthis Section 8.

Lockup. The Purchaser acknowledges and (a) Subject to the exclusions in Section 2.1(b), each Stockholder Party agrees that the Securities it, he or she shall not be transferable, saleable or assignable Transfer any Lock-up Shares until one hundred eighty the earlier of (180A) 180 days after the consummation of an acquisitionClosing Date and (B) subsequent to the Closing Date, share the date on which the Company completes a liquidation, merger, capital stock exchange, purchase of all reorganization, bankruptcy or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s officers or directors, any affiliate or family member of any transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the Purchaser’s officers or directors“Lock-up Period”). For avoidance of doubt, the occurrence of any members or partners event listed in subsection (B) above shall terminate this Agreement as of the Purchaser or any affiliates closing of such members event, and funds and accounts advised by such members, any affiliates of the Purchaser, or any employees of such affiliates; all Common Stock restricted pursuant to this Agreement shall be released from all restrictions set forth herein. (b) in Notwithstanding Section 2.1(a) above, each Stockholder Party or any of its Permitted Transferees may Transfer any Lock-up Shares it holds during the case Lock-up Period: (i) to other Stockholder Parties or any direct or indirect partners, members or equity holders of an individual, by gift to a member of one of the individual’s immediate familysuch Stockholder Party, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate Affiliate of such person Stockholder Party or any related investment funds or vehicles controlled or managed by such Stockholder Party or its Affiliates; (ii) by bona fide gift or gifts, including to a charitable organization; (ciii) in the case of an individual, by virtue of laws of descent and distribution upon death of the such individual; (div) in to any trust, partnership, limited liability company or other entity for the case direct or indirect benefit of an individual, the undersigned or the Immediate Family Member of the undersigned; (v) to any Immediate Family Member or other dependent; (vi) to a nominee or custodian of a person to whom a disposition or transfer would be permissible under clauses (ii) through (v) above; (vii) pursuant to an order or decree of a qualified domestic relations orderGovernmental Entity; (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 Securities, as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (gviii) to the Company for no value for cancellation or its subsidiary or parent entities upon death, disability or termination of employment, in connection with the consummation each case, of an initial Business Combination, or such holder; (hix) in the event of completion of pursuant to a liquidationbona fide tender offer, merger, share exchange consolidation or other similar transaction which results transaction, in each case made to all of the holders of the Company’s Public Shares Common Stock, involving a Change of Control (as defined below) having the right to exchange their Class A Ordinary Shares including negotiating and entering into an agreement providing for cash, securities or other property subsequent to the completion of an initial Business Combinationany such transaction); provided, however, that in the event that such tender offer, merger, consolidation or other such transaction is not completed, such Stockholder Party’s shares shall remain subject to the provisions of this Section 2.1; (x) to the Company (1) pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase shares granted by the Company pursuant to any employee benefit plans or arrangements which are set to expire during the Lock-up Period, where any shares received by the undersigned upon any such exercise will be subject to the terms of this Section 2.1, or (2) for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to purchase shares or the vesting of any restricted stock awards granted by the Company pursuant to employee benefit plans or arrangements which are set to expire or automatically vest during the Lock-up Period, in each case on a “cashless” or “net exercise” basis, where any shares received by such Stockholder Party upon any such exercise or vesting will be subject to the terms of this Section 2.1, or (xi) in any transaction relating to Common Stock acquired by the undersigned in open market transactions; or (xii) with the prior written consent of the Company; provided that: (i) in the case of each transfer or distribution pursuant to clauses (i) through (vii) above, (a) each donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth in this Section 2.1; and (b) any such transfer or distribution shall not involve a disposition for value, other than with respect to any such transfer or distribution for which the transferor or distributor receives (x) equity interests of such transferee or (y) such transferee’s interests in the transferor; and (ii) in the case of each transfer or distribution pursuant to clauses (ii) through (vii) above, if any public reports or filings (including filings under Section 16(a) of the Exchange Act) reporting a reduction in beneficial ownership of shares shall be required or shall be voluntarily made during the Lock-up Period (x) such Stockholder Party shall provide the Company prior written notice informing them of such report or filing and (y) such report or filing shall disclose that such donee, trustee, distributee or transferee, as the case may be, agrees to be bound in writing by the restrictions set forth herein. (c) Each Stockholder Party shall be permitted to enter into a trading plan established in accordance with Rule 10b5-1 under the Exchange Act during the applicable Lock-up Period so long as no Transfers of such Stockholder Party’s shares of Common Stock in contravention of this Section 2.1 are effected prior to the expiration of the applicable Lock-up Period. (d) Each Stockholder Party also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Lock-up Shares except in compliance with the foregoing restrictions and to the addition of a legend to such Stockholder Party’s Lock-up Shares describing the foregoing restrictions. (e) For the avoidance of doubt, each Stockholder Party shall retain all of its rights as a stockholder of the Company with respect to the Lock-up Shares during the Lock-up Period, including the right to vote any Lock-up Shares. (f) Notwithstanding anything to the contrary in this Agreement, if either (i) any waiver, release, termination, shortening or other amendment or modification to the Sponsor Agreement (“Sponsor Agreement Amendment”) occurs which improves the terms of the lock-up of any shares of Common Stock held by the Sponsors immediately following the Closing (but for the avoidance of doubt, not warrants to acquire shares of Common Stock or shares of Common Stock issuable upon the exercise of such warrants), or (ii) the Company waives, releases, terminates, shortens, or otherwise amends or modifies the restrictions in this Agreement as to any Stockholder Party(ies) (each of the events in (i) or (ii), a “Release”), then the Release shall apply pro rata and on the same terms to the lock-up on each Stockholder Party’s Lock-up Shares hereunder and the provisions of this Section 2.1 shall be deemed immediately and automatically waived, released, terminated, shortened, amended or modified, as the case may be, without further action of the parties. For the avoidance of doubt, the provisions of this Section 2.1 shall not be deemed waived, released, terminated, shortened, amended or modified if any such waiver, release, termination, shortening, amendment or modification would further obligate or is otherwise adverse to the holders of Lock-up Shares hereunder; provided, however, that in any such circumstances the holders of Lock-up Shares hereunder shall be granted equal opportunity to participate in such Release on equal terms to the parties thereto prior to the effectiveness thereof. Prior to any Sponsor Agreement Amendment or Release, the Company will provide reasonable advance written notice (in no case less than five (5) Trading Days) to each Stockholder Party indicating that the Company plans to take a specified action with respect to the Sponsor Agreement or Release and setting forth the terms of any such Sponsor Agreement Amendment or Release. (g) these permitted transferees must enter into a written agreement agreeing Each Stockholder Party agrees not to be bound by these transfer restrictions. The Purchaser acknowledges that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lockTransfer any Lock-up for a period Shares in violation of 180 days immediately following the commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPOthis Agreement.

Lockup. (a) The Purchaser acknowledges and Sponsor agrees that the Securities shall Sponsor Shares and the Sponsor Warrants (collectively, the “Sponsor Securities”) may not be transferabletransferred, saleable assigned or assignable sold (except to the extent set forth in Section 2(b)) (the “Lockup”) until one hundred eighty the earliest to occur: (180i) days after the consummation of an acquisition, share exchange, purchase of all or substantially all termination of the assets of, or any other similar business combination Business Combination Agreement in accordance with one or more businesses or entities its terms and (a “Business Combination”ii) the Closing Date. (b) Notwithstanding the provisions set forth in Section 2(a), except transfers, assignments and sales by the Sponsor of the Sponsor Securities are permitted (ai) to the Company’s or the PurchaserParent’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or the PurchaserParent’s officers or directors, any members or partners of the Purchaser Sponsor or any affiliates of such members and funds and accounts advised by such memberstheir affiliates, any affiliates of the PurchaserSponsor, 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, any estate planning vehicle family or to a trust, the beneficiary of which is a member of one 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 the consummation of a the transactions contemplated by the Business Combination Agreement at prices no greater than the price at which the Securities, as applicable, applicable Sponsor Securities were originally purchased; (fvi) by virtue of the laws of the Cayman Islands or the PurchaserSponsor’s organizational governing documents upon the winding up and subsequent liquidation or dissolution of the PurchaserSponsor; (gvii) to the Company Parent for no value for cancellation in connection with the consummation of an initial the transactions contemplated by the Business Combination, Combination Agreement; (viii) in the event of Parent’s liquidation prior to the completion of the transactions contemplated by the Business Combination Agreement; or (hix) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the CompanyTopCo’s Public Shares (as defined below) shareholders having the right to exchange their Parent Class A Ordinary Shares for cash, securities or other property subsequent to the completion of an initial the transactions contemplated by the Business CombinationCombination Agreement; provided, however, that in the case of clauses (ai) through (gvi) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictionsthe restrictions herein. The Purchaser acknowledges that For the Units and their component parts and avoidance of doubt, transfers of Sponsor Securities issued or issuable upon the related registration rights will exercise of the Sponsor Warrants or conversion of the Sponsor Securities shall be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(epermitted regardless of whether a filing under Section 16(a) of the FINRA ManualExchange Act shall be required or shall be voluntarily made with respect to such transfers; provided, that, for the avoidance of doubt, the obligations of the Sponsor hereunder shall be subject deemed to lock-up for a period of 180 days immediately following be satisfied by the commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject existence of any hedging, short sale, derivative, put or call transaction that would result in stop order and restrictions currently existing on the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPOSponsor Securities.

Lockup. The Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty (180) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) The Sponsor agrees that any of its Class B Common Shares and the Buyer Warrants (collectively, the “Sponsor Securities”) may not be transferred, assigned or sold (except to the Company’s or extent set forth in Section 2(b) (the Purchaser“Lockup”) until the earliest to occur: (i) the termination of the Business Combination Agreement in accordance with its terms and (ii) the Closing Date. (b) Notwithstanding the provisions set forth in Section 2(a), transfers, assignments and sales by the Sponsor of the Sponsor Securities are permitted (i) to HYAC’s officers or directors, any affiliate affiliates or family member members of any of the Company’s or the PurchaserHYAC’s officers or directors, any members or partners of the Purchaser Sponsor or any affiliates of such members and funds and accounts advised by such memberstheir affiliates, any affiliates of the PurchaserSponsor, 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, any estate planning vehicle family or to a trust, the beneficiary of which is a member of one 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 virtue of the Sponsor’s governing documents upon the winding up and subsequent liquidation or dissolution of the Sponsor; (vi) to HYAC for no value for cancellation in connection with the consummation of the transactions contemplated by the Business Combination Agreement; (vii) in the event of HYAC’s liquidation prior to the completion of the transactions contemplated by the Business Combination Agreement; (viii) by private sales or transfers made in connection with the consummation of a the transactions contemplated by the Business Combination Agreement at prices no greater than the price at which the Securities, as applicable, securities were originally purchased; (fix) transfers by virtue of the laws of the Cayman Islands State of Delaware or the PurchaserSponsor’s organizational documents limited liability company agreement upon liquidation or dissolution of the PurchaserSponsor; or (gx) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, a nominee or (h) in the event of completion custodian of a liquidation, merger, share exchange person or other similar transaction which results in all of entity to whom a disposition or transfer would be permissible under the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combinationforegoing clauses; provided, however, that in the case of clauses (ai) through (gv) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Purchaser acknowledges that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPOrestrictions herein.

Lockup. The Purchaser acknowledges Purchasers acknowledge and agrees agree severally, and not jointly, that the Securities shall not be transferable, saleable or assignable until one hundred eighty thirty (18030) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s 's officers or directors, any affiliate affiliates or family member members of any of the Company’s or the Purchaser’s 's officers or directors, any members or partners of the Purchaser Sponsor, or any affiliates of such members and funds and accounts advised by such membersthe Sponsor, any affiliates of the Purchaser, 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, any estate planning vehicle 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; (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 business combination at prices no greater than the price at which the Securities, as applicable, securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents Sponsor's articles of association, as amended, upon liquidation or dissolution of the Purchaserour sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, or (h) in the event of our completion of a liquidation, merger, amalgamation, share exchange exchange, reorganization or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) our shareholders having the right to exchange their Class A Ordinary Shares ordinary shares for cash, securities or other property subsequent to the our completion of an our initial Business Combinationbusiness combination; provided, however, that in the case of clauses (a) through (e) and (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Purchaser acknowledges that the Private Units and their component parts and the related registration rights will be issued to EarlyBirdCapital are deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) FINRA and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be are therefore subject to a 180-day lock-up for a period of 180 days immediately following the commencement of sales in the IPO, subject pursuant to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities 5110(e)(1) and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such the securities by any person for a 180-day period of one hundred eighty (180) days immediately following the commencement effective date of sales the Company's initial public offering prospectus except to any selected dealer participating in the IPOoffering and the bona fide officers or partners of the underwriter and any such participating selected dealer.

Lockup. The Each Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until one hundred eighty (180) days after the consummation of an acquisition, share exchange, purchase of all or substantially all of the assets of, or any other similar business combination with one or more businesses or entities (a “Business Combination”), except (a) to the Company’s or the Purchaser’s officers or directors, any affiliate or family member of any of the Company’s or the Purchaser’s officers or directors, any members or partners of the Purchaser or any affiliates of such members and funds and accounts advised by such members, any affiliates of the Purchaser, 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, 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 Securities, as applicable, were originally purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (g) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination, or (h) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the holders of the Company’s Public Shares (as defined below) having the right to exchange their Class A 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 (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The Each Purchaser acknowledges that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Securities and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of one hundred eighty (180) days immediately following the commencement of sales in the IPO.