Common use of Terms of the Private Placement Units Clause in Contracts

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that: (i) The Private Placement Units are substantially identical undersigned agrees not to the units seek conversion or seek to be offered sell in the Public Offering except that (a) any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.Units; (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement may not be exercised after five years from the effective date of the registration statement relating to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant AgreementRegistration Statement”).; (iii) At or prior The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the time of Registration Statement and set forth in the warrant agreement governing the Warrants); (iv) On the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and securities; (v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination; (vi) The Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and (vii) The Warrants (including the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges Units shall be terminated upon the dissolution of the Company or in the event that the Private Placement Units and their component parts and Company does not consummate an initial Business Combination within 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 time period of 180 days immediately following the commencement of sales set forth in the Public OfferingCompany’s amended and restated memorandum and articles of association, subject as the same may be amended from time to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offeringtime.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agentagent on the IPO Closing Date, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to On the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that Warrants and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingUnits.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Common Shares, Private Placement Warrants and the Common Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination partnering transaction (the “Business CombinationPartnering Transaction”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Investor Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At the time of, or prior to to, the time closing of the Closing DatePublic Offering, the Company and Company, the Purchaser and Post Holdings, Inc., a Missouri corporation (“Post”), shall enter into a registration an investor rights agreement (the “Registration Investor Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser and Post relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Common Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that the Units and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingWarrants.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units Public Units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) securities included therein will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units and the securities included therein are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying On the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Shares, Private Placement Warrants (including and the Private Warrant Shares underlying issuable upon exercise of the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to On the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that Warrants and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingUnits.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) Rights underlying the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business CombinationPrivate Rights”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their the terms set forth in a Warrant Rights Agreement to be entered into by the Company and a warrant Continental Stock Transfer & Trust Company, as rights agent, in connection with the Public Offering (a “Warrant Rights Agreement”). (iiiii) At the time of, or prior to to, the time closing of the Closing DatePublic Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Shares underlying the Private Placement Units (the “Private Shares”) and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants)Rights. (iviii) The Purchaser acknowledges and agrees that the Private Placement Units and their component parts (including its underlying securities) and the related registration rights to the extent they are indirectly held by underwriters in the Public Offering will be deemed compensation by the Financial Industry Regulatory Regulation 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 date of effectiveness or commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B5110(e)(2). The Additionally, the Private Placement Units and their component parts (including its underlying securities) and the related registration rights indirectly held by underwriters in the Public Offering may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180-day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the underwriters in the Public Offering and any such participating underwriter or selected dealer. Additionally, the Private Placement Units (including its underlying securities) and the related registration rights indirectly held by underwriters in the Public Offering will not 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 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering. Additionally, the underwriters in the Public Offering may not exercise demand or piggyback rights with respect to the Private Placement Units (including its underlying securities ) after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees), and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants Warrant underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, agent in connection with the Public Offering (a the “Warrant Agreement”). (iii) At On or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units to be purchased thereby hereunder are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days the earlier to occur of one (1) year after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the a Purchaser or its permitted transfereestransferees and the date following completion of the Company’s initial business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired; provided that, the Shares, Warrants, and Shares issued under the Warrants comprising the Private Placement Units are not subject to the restrictions set forth in this Section 1(c). (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a Continental Stock Transfer & Trust Company as warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to the time of On the Closing Date, the Company and the each Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the each Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that Warrants and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingUnits.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferred, assigned or salable sold by the Purchaser until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants Warrant underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, agent in connection with the Public Offering (a the “Warrant Agreement”). (iii) At On or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to On the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the Private Placement Units. (iv) If the Company does not consummate the Business Combination within 24 months of the Public Offering, the proceeds from the sale of the Private Placement Units placed into the Trust Account shall be used to redeem the Shares sold in the Public Offering (subject to the requirements of applicable law) and the Private Placement Units (including the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that the Private Placement Units and their component parts and the related registration rights will shall 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offeringhave expired.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Private Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to the time of the Closing Dateclosing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that Warrants and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingUnits.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical shall be subject to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Sharesa letter agreement, Private Placement Warrants and the Shares issuable upon exercise dated as of the Private Placement Warrants) will notdate hereof, except in limited circumstancesby and among the Purchaser, be transferable or salable until 30 days after the completion Company and certain of the Company’s initial business combination directors (the a “Business CombinationLetter Agreement”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired). (ii) The Private Placement Units and underlying Private Placement Warrants will be identical to the units and warrants to be sold by the Company in the Public Offering, except that: (a) the Purchaser agrees not to seek conversion, or seek to sell in any tender offer, in connection with any amendment to the Company’s charter documents or any proposed business combination contemplated by the Company (the “Business Combination”) any Shares underlying the Private Placement Warrants and the Private Placement Units; (b) the Private Placement Units shall have their and the Shares underlying the Private Placement Warrants and the Private Placement Units will not be transferable by the undersigned until the consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement and set forth in the Warrant Agreement (as defined below)); (c) the Private Placement Units and the Shares underlying the Private Placement Warrants and the Private Placement Units will be subject to customary registration rights, pursuant to the Registration Rights Agreement (as defined below); (d) the Purchaser will not participate in any liquidation distribution with respect to the Private Placement Units or the Shares underlying the Private Placement Warrants and the Private Placement Units if the Company fails to consummate a Business Combination; and (e) the Private Placement Units and the Shares underlying the Private Placement Warrants and the Private Placement Units will include such other terms as set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants)Warrants and the Private Placement Units. (iv) The Purchaser acknowledges and agrees that it will execute agreements in form and substance typical for the Private Placement Units transactions of this nature necessary to effectuate the foregoing agreements and their component parts and obligations prior to the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(e) consummation of the FINRA ManualPublic Offering as are reasonably acceptable to the undersigned, be subject including but not limited to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingRegistration Rights Agreement.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that that: (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement WarrantsShares) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, ; and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, agent on the IPO Closing Date in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to On the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Units, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that the Units and 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public OfferingWarrants.

Terms of the Private Placement Units. (i) (i) The Each Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Unit shall consist of one Private Placement Units (including the underlying Shares, Share and one-fourth of a Private Placement Warrants and the Shares issuable upon exercise of the Warrant. Each Private Placement Warrants) will not, except in limited circumstances, Share shall be transferable or salable until 30 days after governed by the completion terms of the Company’s initial business combination amended and restated memorandum and articles of association (the “Business CombinationArticles”) so long as they are held by the Purchaser or its permitted transferees, and (b) the ). Each Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units Warrant shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agentContinental, in connection with the Public Offering (a “Warrant Agreement”), and shall be subject to the terms of a letter agreement to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering. (iiiii) At On or prior to about the time of the Closing Datedate hereof, the Company and the Purchaser shall enter into a registration an investor rights agreement (the “Registration Investor Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and Shares, the underlying Shares and Private Placement Warrants (including and the Shares underlying the Private Placement Warrants. (iii) In connection with the Securities (as defined below) purchased pursuant to this Agreement, Purchaser hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates its initial business combination (the “Business Combination”), (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Shares sold in the Company’s IPO upon the Company’s failure to timely complete its initial Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company’s Articles to (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete its initial Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event a Purchaser purchases additional Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive the redemption value of such shares of Shares upon the same terms offered to all other purchasers of Shares in the IPO in the event the Company fails to consummate the Business Combination. (iv) The Purchaser acknowledges that hereby agrees not to transfer, assign or sell any of the Private Placement Units and their component parts Units, including the Private Placement Shares, the Private Placement Warrants and the related registration rights Shares underlying the Private Placement Warrants (collectively, the “Securities”), until 30 days after the Company’s completion of its initial Business Combination transaction. The foregoing transfer restrictions shall not apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient, a “Permitted Transferee”): (a) to the Company’s officers or directors, Xxxxx Advertising Company’s (“Xxxxx”) officers or directors, their respective family members and entities formed by such persons for investment or estate planning purposes which are controlled by such persons or formed for their benefit or for charitable purposes; (b) to Xxxxx or any entity in which Xxxxx or the officers and directors of Xxxxx hold, in the aggregate, securities representing no less than 25% of the outstanding voting power of such entity (so long as no other holder or group holds a higher percentage of the voting power of such entity), and the subsidiaries of Xxxxx or such entities; (c) to any corporation or other entity which, as a result of any spinoff, splitoff or other distribution transaction, becomes the beneficial owner of the Securities; (d) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (e) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (f) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (g) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (d), these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. In addition, the Purchaser or its Permitted Transferees will be deemed compensation by permitted to pledge or grant a security interest in such securities to secure bona fide indebtedness or engage in hedging transactions; provided, that the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant holder thereof retains voting control over such securities prior to Rule 5110(e) delivery of shares upon foreclosure or upon satisfaction of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offeringhedge.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Each Private Placement Warrants underlying Warrant included in the Private Placement Units shall have their the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a the “Warrant Agreement”). (iii) At or prior to On the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants and the Private Placement Units. (iv) If the Company does not consummate the Business Combination within 18 months of the Public Offering, the proceeds from the sale of the Private Placement Units placed into the Trust Account shall be used to redeem the Shares sold in the Public Offering (subject to the requirements of applicable law) and the Private Placement Units (including the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges that the Private Placement Units and their component parts and the related registration rights will shall 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offeringhave expired.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iii) At or prior to the time of the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares underlying the Private Placement Warrants). (iv) The 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 Public Offering, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offering.

Terms of the Private Placement Units. (i) (i) The Private Placement Units are substantially identical to the units to be offered Warrants included in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (iiiii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Private Placement Warrants (including the Shares securities underlying the Private Placement Warrants)Units. (iviii) The Purchaser Each of the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto further acknowledges and agrees 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 date of effectiveness or commencement of sales in the Public OfferingIPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B5110(e)(2). The Additionally, the Private Placement Units and their component parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the applicable Purchaser and any such participating underwriter or selected dealer. Additionally, the Private Placement Units and their component parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto will not 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 180 days immediately following the date of effectiveness or commencement of sales in the Public OfferingIPO. Additionally, each Purchaser listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not exercise demand or piggyback rights with respect to the Private Placement Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.

Terms of the Private Placement Units. (i) Each Private Placement Unit shall be identical to the Units to be sold by the Company in the Public Offering, except that: (i) The Private Placement Units are substantially identical undersigned agrees not to the units seek conversion or seek to be offered sell in the Public Offering except that (a) any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired.Units; (ii) The Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to (a) will not be entered into redeemable by the Company and Company, (b) may be exercised for cash or on a warrant agentcashless basis, as described in connection with the registration statement relating to the Public Offering (a the “Warrant AgreementRegistration Statement”)., and (c) may not be exercised after five years from the effective date of the Registration Statement so long as the Private Placement Warrants included in the Private Placement Units are held by the undersigned or its designees or affiliates; (iii) At or prior The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the consummation of a Business Combination (subject to certain exceptions as described in the time of Registration Statement and set forth in the warrant agreement governing the Warrants); (iv) On the Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and securities; (v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination; (vi) The Private Placement Units (and the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and (vii) The Warrants (including the Shares underlying the Private Placement Warrants). (iv) The Purchaser acknowledges Units shall be terminated upon the dissolution of the Company or in the event that the Private Placement Units and their component parts and Company does not consummate an initial Business Combination within 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 time period of 180 days immediately following the commencement of sales set forth in the Public OfferingCompany’s memorandum and articles of association, subject as the same may be amended from time to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(e)(2)(B). The Private Placement Units and their component parts 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 180 days immediately following the commencement of sales in the Public Offeringtime.