Common use of Lockup Clause in Contracts

Lockup. Subscriber acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) days after the consummation of the Business Combination, except (1) 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities 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 the securities by any person during such 180-day period.

Lockup. Subscriber 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 thirty (30) 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 (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities 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 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 the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber 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 thirty (30) 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 (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)Combination, in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities 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 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 the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber acknowledges Without the prior written consent of the Company, except as specifically provided below, each GSO Fund shall not (and agrees that each GSO Fund shall cause its Affiliates not to), during the period commencing on the date hereof and ending on the second anniversary of the date of the Anadarko Closing, (x) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Securities shall not (other than the Offered Stock) or (y) directly or indirectly engage in any short sales or other derivative or hedging transactions with respect to the Securities (other than the Offered Stock), regardless of whether any transaction described in clauses (x) or (y) above is to be transferablesettled by delivery of Common Stock or other securities, saleable in cash or assignable until thirty otherwise. Notwithstanding the foregoing, and subject to the conditions below, each GSO Fund and its Affiliates may (30a) days after the consummation of the Business Combination, except transfer any Securities (1or any securities convertible into or exercisable for Securities) to any persons (including their affiliates and shareholders) participating in the IPOlimited partner of any investment fund, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family any limited liability company or to a trust, the beneficiary limited or general partner of which is a holder any general or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)limited partnership, in each case which is an Affiliate of a GSO Fund, or to any other Affiliate of a GSO Fund, provided, that in each case such Person agrees to be bound by the provisions contained in this Agreement, (except for clause 9b) where transfer Securities to the transferee agrees Company pursuant to any net exercise or net settlement of any Common Stock pursuant to the terms of the Warrant Agreement and (c) transfer Securities in connection with any foreclosure by a lender of borrowed money which was secured by a bona fide pledge of the Securities. Notwithstanding the foregoing, if the Anadarko Closing does not occur, the two year period referred to above shall commence on the date hereof and end on the second anniversary of the date hereof. For the avoidance of doubt, none of the restrictions or limitations imposed on each of the GSO Funds or its Affiliates pursuant to this agreement and by the same agreements entered into by the initial holder of such securities Section 2.4 shall apply with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities 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 the securities by any person during such 180-day periodOffered Stock.

Lockup. Subscriber 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 thirty (30) 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 (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(e)(1) of the FINRA Manual. Accordingly, the Securities 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 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 the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. Subscriber Each Purchaser acknowledges and agrees that the Securities shall not be transferable, saleable or assignable until thirty (30) 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 (1a) 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 officersor the Purchaser’s officers or directors, 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 employeesfunds and accounts advised by such members, any affiliates of the Purchaser, or any employees of such affiliates; (3b) if a holder is in the case of an entityindividual, as a distribution to its, partners, shareholders or members upon its liquidation, (4) by bona fide gift to a member of one of the holderindividual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a holder or a member of a holderthe individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (c) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (d) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7e) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Private Placement Shares, as applicable, were originally purchased purchased; (f) by virtue of the laws of the Cayman Islands or the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (9g) 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 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 Combination; provided, however, that in the case of clauses (each of (1a) through (9), g) these permitted transferees must enter into a “permitted transferee”), in each case (except for clause 9) where written agreement agreeing to be bound by these transfer restrictions. Each Purchaser acknowledges that the transferee agrees to Private Placement Units and the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore therefore, pursuant to Rule 5110(e) of the FINRA Manual, 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 of in the Public Offering, subject to certain limited exceptions, pursuant exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2) of 5110(e)(2)(B). The Private Placement Shares and the FINRA Manual. Accordingly, the Securities 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 the such securities by any person during such 180-day periodfor a period of 180 days immediately following the commencement of sales in the Public Offering.

Lockup. (i) Subscriber acknowledges agrees with the Company (and agrees not the Sponsor) that the Securities shall Founder Shares may not be transferabletransferred, saleable assigned or assignable sold until thirty (a) with respect to 25% of such shares, until consummation of the initial Business Combination, (b) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (c) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, and (d) with respect to 25% of such shares, when the closing price of the Company’s Class A common shares (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following the Business Combination, the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares for cash, securities or other property. Subscriber agrees with the Company (and not the Sponsor) that the Private Placement Units (or any of their underlying securities) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, except transfers, sales and assignments of the Securities are permitted (1i) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates and shareholders) participating in the IPOaffiliates, officers, directors, shareholdersdirect and indirect equityholders; (ii) in the case of an individual, 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 members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holdersuch individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (iii) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7v) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Securities were originally purchased or purchased; (9vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; and (viii) to the Company for no value for cancellation in connection with the consummation Subscriber’s affiliates, or any investment fund or other entity controlled or managed by Subscriber, or to any investment manager or investment advisor of the Business Combination such Subscriber or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses (1i) through (9v) and (viii), these Permitted Transferees must enter into a “permitted transferee”), in each case (except for clause 9) where the transferee agrees written agreement agreeing to be bound by the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the OfferingAgreement, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities 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 the securities by any person during such 180-day periodincluding these transfer restrictions.

Lockup. Subscriber 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 thirty (30) 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 (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”), in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“”FINRA”") and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities 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 hypothecated, 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 put, or call transaction that would result in the effective economic disposition of the securities by any person during for a period of 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 or partners thereof, if all Securities so transferred remain subject to the lock-up restriction in paragraph (g)(1) above for the remainder of the time period. The term “permitted transferees” shall have the meaning ascribed to such 180-day periodterm in the Registration Statement.

Lockup. Subscriber The Purchaser acknowledges and agrees that the Securities Units, the Warrants, the Unit Shares and the Warrant Shares shall not be transferable, saleable or assignable until thirty (30) 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 (1) to any persons (including their affiliates and shareholders) participating in the IPOOffering, 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 members upon its liquidation, (4) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holder’s immediate family, for estate planning purposes, (5) by virtue of the laws of descent and distribution upon death, (6) pursuant to a qualified domestic relations order, (7) by certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (8) by private sales at prices no greater than the price at which the applicable securities were originally purchased or (9) to the Company for no value for cancellation in connection with the consummation of the Business Combination (each of (1) through (9), a “permitted transferee”)Combination, in each case (except for clause 9) where the transferee agrees to the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(25110(g)(1) of the FINRA Manual. Accordingly, the Securities 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 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 the securities by any person during such 180-day period. The term “permitted transferees” shall have the meaning ascribed to such term in the Registration Statement.

Lockup. (i) Subscriber acknowledges agrees with the Company (and agrees not the Sponser) that (i) the Securities shall Founder Shares may not be transferabletransferred, saleable assigned or assignable sold until thirty the earlier to occur of: (301) one year after the consummation of the Business Combination and (2) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property and (ii) the Private Placement Warrants (or any shares of common stock issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold until 30 days after the consummation of the Business Combination. Notwithstanding the foregoing, except if the closing price of the Company’s common stock equals or exceeds $12.00 per share (1as adjusted for stock splits, stock dividends, 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, the Founder Shares will be released from the lockup. The Securities shall contain a legend reflecting the foregoing lockup. Notwithstanding the first sentence hereinabove, transfers, sales and assignments of the Securities are permitted (i) to the Company’s officers or directors, any persons (including affiliates or family members of any of the Company’s officers or directors, the Sponsor, any affiliate of the Sponsor, any members of the Sponsor, or any of their affiliates and shareholders) participating in the IPOaffiliates, officers, directors, shareholdersdirect and indirect equityholders; (ii) in the case of an individual, 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 members upon its liquidation, (4) by bona fide gift to a member of the holdersuch individual’s immediate family or to a trust, the beneficiary of which is a holder or a member of a holdersuch individual’s immediate family, for estate planning purposesan affiliate of such person or to a charitable organization; (iii) in the case of an individual, (5) by virtue of the laws of descent and distribution upon deathdeath of the individual; (iv) in the case of an individual, (6) pursuant to a qualified domestic relations order, ; (7v) by certain pledges to secure obligations incurred private sales or transfers made in connection with purchases the consummation of the Company’s securities, (8) by private sales a Business Combination at prices no greater than the price at which the applicable securities Securities were originally purchased or purchased; (9vii) in the event of the Company’s liquidation prior to the completion of a Business Combination; (viii) to the Company for no value for cancellation in connection with the consummation Subscriber’s affiliates, or any investment fund or other entity controlled or managed by Subscriber, or to any investment manager or investment advisor of the Business Combination such Subscriber or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses (1i) through (9v) and (viii), these Permitted Transferees must enter into a “permitted transferee”), in each case (except for clause 9) where the transferee agrees written agreement agreeing to be bound by the terms of this agreement and by the same agreements entered into by the initial holder of such securities with respect to such securities. The Securities will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will 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 of the OfferingAgreement, subject to certain limited exceptions, pursuant to Rule 5110(g)(2) of the FINRA Manual. Accordingly, the Securities 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 the securities by any person during such 180-day periodincluding these transfer restrictions.