Common use of Lock-Up Agreements of Company, Management, Affiliates and Equityholders Clause in Contracts

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above (other than the Units to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including shares of Common Stock issuable upon conversion of the Founder Shares). The Company has caused each of its officers, directors and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with the Underwriters in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters (which consent may be withheld in their sole discretion), (1x)(1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file file, confidentially submit or cause to become effective with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above (other than the Units to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including shares of Common Stock issuable upon conversion of the Founder Shares)) or (y) release the Sponsor or any officer, director or director nominee from the 180 day lockup contained in the Insider Letter or amend such lock-up provision. The Company has caused each of its officers, directors directors, director nominees and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with the Underwriters in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters (which consent may be withheld in their sole discretion), (1x)(1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file file, confidentially submit or cause to become effective with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above (other than the Units to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including shares of Common Stock issuable upon conversion of the Founder Shares). The Company has caused each of its officers) or (y) release the Sponsor or any officer, directors and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with director or director nominee from the Underwriters 180 day lockup contained in the form set forth in Exhibit A.Insider Letter or amend such lock-up provision.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters Representative (which consent may be withheld in their sole discretion), (1x)(1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file file, confidentially submit or cause to become effective with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, or any such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above (other than the Units to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including shares of Common Stock issuable upon conversion of the Founder Shares). The Company has caused each of its officers) or (y) release the Sponsor or any officer, directors and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with director or director nominee from the Underwriters 180 day lockup contained in the form set forth in Exhibit A.Insider Letter or amend such lock-up provision.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 90 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters Representatives (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Securities Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, for Common Stock or any such substantially similar securities warrants or other rights to acquire shares of Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, securities, warrants or any such other securitiesrights to acquire Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above above. The foregoing sentence shall not apply to (other than A) the Units Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrantshereunder, (2B) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including any shares of Common Stock issuable issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Founder Shares)date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has caused each of its officers, directors and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with the Underwriters Representatives in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters Representatives (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock Ordinary Shares or any securities that are convertible into or exercisable or exchangeable for, for Ordinary Shares or that represent the right warrants or other rights to receive, Common Stock or any such substantially similar securities acquire Ordinary Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common StockOrdinary Shares, securities, warrants or any such other securitiesrights to acquire Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above above. The foregoing sentence shall not apply to (other than A) the Units Shares to be sold hereunder hereunder, (B) any Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, General Disclosure Package and the Prospectus, (C) any Ordinary Shares issued or options to purchase Ordinary Shares granted pursuant to existing employee stock option benefit plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue referred to in the Registration Statement, General Disclosure Package and sell the Private Placement WarrantsProspectus, (2D) issue and sell the Option Units filing of a registration statement on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission Form S-8 relating to Ordinary Shares granted pursuant to the Registration Rights Agreement, in accordance with the terms Company’s equity incentive plans existing as of the Registration Rights AgreementClosing Date and disclosed in the General Disclosure Package, and (E) Ordinary Shares or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares issued, sold or delivered in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Ordinary Shares issued or issuable does not exceed 5% of the number of Ordinary Shares outstanding immediately after the completion of the offering of the Shares contemplated herein, and (y) each recipient of any such shares or other securities executes a lock-up agreement restricting the resale of the securities covered thereby and (4) issue such securities in connection with a Business Combination (including shares of Common Stock issuable upon conversion the form executed by each of the Founder Shares)executive officers and directors of the Company for the remainder of the 180-day restricted period. The Company has caused each of its officers, directors and each of the beneficial owners of its share capital stock (including stockholders, option holders and other equityholders) that own over 1% of the Company’s Ordinary Shares on a fully diluted basis to enter into agreements with the Underwriters Representatives in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of each of the Underwriters Representatives (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, for Common Stock or any such substantially similar securities warrants or other rights to acquire shares of Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, securities, warrants or any such other securitiesrights to acquire Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above above. The foregoing sentence shall not apply to (other than A) the Units Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrantshereunder, (2B) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including any shares of Common Stock issuable issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Founder Shares)date hereof and referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus, (D) the filing of a registration statement on Form S-8 relating to Common Stock granted pursuant to employee benefit plans of the Company referred to in the Registration Statement, Time of Sale Prospectus and the Prospectus, (E) Common Stock or any securities convertible into, or exercisable, or exchangeable for, Common Stock issued, sold or delivered in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of Common Stock issued or issuable does not exceed 2% of the number of Common Stock outstanding immediately after the completion of the offering of the Common Stock contemplated herein, and (y) each recipient of any such shares or other securities executes a lock-up agreement restricting the resale of such securities in the form executed by each of the executive officers and directors of the Company for the remainder of the 180-day restricted period contemplated thereby and (F) facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period. The Company has caused each of its officers, directors and beneficial owners of 1% or more its capital stock, as well as substantially all other beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with the Underwriters Representatives in the form set forth in Exhibit A.

Lock-Up Agreements of Company, Management, Affiliates and Equityholders. The Company shall not, for a period of 180 days after the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Underwriters Representatives (which consent may be withheld in their sole discretion), (1) offer, sell, pledge, 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 (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition), directly or indirectly, or file with the Commission a registration statement under the Act to register, any securities of the Company that are substantially similar to the Units, Common Stock or Warrants, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for, or that represent the right to receive, for Common Stock or any such substantially similar securities warrants or other rights to acquire shares of Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic benefits or risks of ownership of such shares of Common Stock, securities, warrants or any such other securitiesrights to acquire Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or publicly disclose the intention to enter into any transaction described in clause (1) or (2) above above. The foregoing sentence shall not apply to (other than A) the Units Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement); provided, however, that the Company may (1) issue and sell the Private Placement Warrantshereunder, (2B) issue and sell the Option Units on exercise of the option provided for in Section 1(b) hereof, (3) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby and (4) issue securities in connection with a Business Combination (including any shares of Common Stock issuable issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the Founder Shares)date hereof and referred to in the Registration Statement, General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus; (D) the filing of a registration statement on Form S-8 relating to shares of Common Stock granted pursuant to the Company’s equity incentive plans existing as of the Closing Date and disclosed in the General Disclosure Package, and (e) shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock issued, sold or delivered in connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock issued or issuable does not exceed 5% of the number of shares of Common Stock outstanding immediately after the completion of the offering of the Shares contemplated herein, and (y) each recipient of any such shares or other securities executes a lock-up agreement restricting the resale of such securities in the form executed by each of the executive officers and directors of the Company for the remainder of the 180-day restricted period. The Company has caused each substantially all of its officers, directors and beneficial owners of its capital stock (including stockholders, option holders and other equityholders) to enter into agreements with the Underwriters Representatives in the form set forth in Exhibit A.