Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).

Transfer and Other Restrictions. The Representative hereby agrees (i) to (a) waive its redemption rights with respect to the Representative Shares Representative’s Securities in connection with the completion of the initial Business Combination, Combination (bii) waive its redemption rights with respect to the Representative’s Shares Securities in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (iA) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (iiB) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (ciii) to waive its rights to liquidating distributions from the Trust Account trust account with respect to the Representative Shares Representative’s Securities if the Company fails to complete the initial Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period time specified in its certificate of time to consummate a Business Combination)incorporation. The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) not sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the OfferingRepresentative’s Securities, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares Representative’s Securities to be the subject of any hedging, short sale, derivative, put put, or call transaction, for a period of 360 days following the Effective Date, transaction that would result in the effective economic disposition of the Representative’s Securities by any person, for a period of time ending on the later of thirty (30) days after the completion of the initial Business Combination and 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative Sharesor an underwriter or selected dealer in connection with the Offering, except as provided for or (ii) a bona fide officer or partner of the Representative or of any such underwriter or selected dealer. Thereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in FINRA Rule 5110(e)(2)favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Representative Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 12 months from the Closing Date (or up to 21 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 180 days following the Effective Date to anyone other than: than (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).with

Transfer and Other Restrictions. The Representative and the Co-Manager hereby agrees agree to (a) waive its their redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its their redemption rights with respect to the Representative’s Representative Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its their rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 months from the Closing Date (or up to 21 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees and the Co-Manager agree by its their acceptance of the Representative Shares, that it they will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 180 days following the Effective Date to anyone other than: than (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or the Co-Manager or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 180 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).

Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Representative Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 12 months from the Closing Date (or up to 21 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 180 days following the Effective Date to anyone other than: than (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 180 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).

Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 12 months from the Closing Date (or up to 21 18 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative SharesShares and Representative Warrants, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: than (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares or Representative Warrants to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).

Transfer and Other Restrictions. The Representative hereby agrees to (a) waive its redemption rights with respect to the Representative Shares in connection with the completion of the Business Combination, (b) waive its redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination within the time specified in its certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (c) waive its rights to liquidating distributions from the Trust Account with respect to the Representative Shares if the Company fails to complete the Business Combination within 15 18 months from the Closing Date (or up to 21 24 months from the Closing Date if the Company extends the period of time to consummate a Business Combination). The Representative agrees by its acceptance of the Representative Shares, that it will not: (a) sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the Offering, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Shares to be the subject of any hedging, short sale, derivative, put or call transaction, for a period of 360 days following the Effective Date, that would result in the effective economic disposition of the Representative Shares, except as provided for in FINRA Rule 5110(e)(2).

Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (ai) to waive its their redemption rights with respect to the Representative Representative’s Shares in connection with the completion of the initial Business Combination, Combination (bii) waive its their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (iA) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial Business Combination business combination within 15 months from the time specified closing of the Offering (subject to extension for an additional three month period, as described in its certificate of incorporation the Prospectus) or (iiB) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (ciii) to waive its rights to liquidating distributions from the Trust Account trust account with respect to the Representative Representative’s Shares if the Company fails to complete the initial Business Combination within 15 months from the Closing Date closing of the Offering (or up subject to 21 months from extension for an additional three month period, as described in the Closing Date if the Company extends the period of time to consummate a Business CombinationProspectus). The Representative agrees by its acceptance of the Representative Shares, that it Representatives will not: (a) not sell, transfer, assign, pledge or hypothecate the Representative Shares for a period of 360 days following the Effective Date to anyone other than: (i) an underwriter or a selected dealer participating in the OfferingRepresentative’s Shares, or (ii) an officer, partner, registered person, or affiliate of the Representative or of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1), and (b) cause the Representative Representative’s Shares to be the subject of any hedging, short sale, derivative, put put, or call transaction, for a period of 360 days following the Effective Date, transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative Sharesor an underwriter or selected dealer in connection with the Offering, except as provided for (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in FINRA Rule 5110(e)(2)a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.