Common use of Transfer Restrictions Clause in Contracts

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $US$12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares (or the Class A Ordinary Shares any shares of Common Stock issuable upon conversion of the Founder Shares held by it, him or her Shares) until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, capital stock exchange, reorganization or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 6(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directorsdirectors or employees; (iii) in the case of an entity, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, or an affiliate of or such person person, or to a charitable organization; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company listed on the exchange) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, ; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property property; or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) or earlier if(B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 5(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directorsdirectors or employees; (iii) in the case of an entity, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organizationfor estate planning purposes; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 5(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year six months after the completion closing of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination (the “Business Combination Closing”) and (iiB) subsequent to a Business Combination, the date following the Business Combination Closing on which the Company consummates completes a subsequent liquidation, merger, share stock exchange or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (such period, the “Lock-upup Period”). ) or (bii) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A or any Ordinary Shares issuable upon exercise of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) 30 days after the completion of a Business Combination. (c) Combination Closing. Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b)first sentence hereinabove, transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Ordinary Shares prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directorsdirectors or employees; (iii) in the case of an entity, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organizationfor estate planning purposes; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 5(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. Each Holder agrees that it shall not, directly or indirectly, whether by merger, consolidation, division or otherwise, and whether by or through one or more Affiliates, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (aany such transaction, a “Transfer”), any of its shares of capital stock of the Corporation except (A) Subject in compliance with the Securities Act, (B) in compliance with any other applicable securities or “blue sky” laws, (C) in accordance with the terms and conditions of the By-Laws, the Certificate of Incorporation and this Agreement, (D) to an Affiliate of such Holder or to an unaffiliated, third-party transferee which, unless otherwise approved by the Board, as of the expected date of such Transfer, is not a Competitor and (E) with a Joinder Agreement in substantially the form attached hereto as Exhibit A (a “Joinder”) executed and delivered by the transferee to the exceptions set forth herein, the Sponsor and each Insider agree extent such transferee is not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of already a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property Holder (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member transferee of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of Transfer being an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii“Approved Transferee”); provided, however, thatthat (1) Transfers pursuant to a Drag-Along Sale in accordance with Section 4(a) hereof shall not be subject to the foregoing restrictions, (ii) with respect to a Transfer to an unaffiliated, third party transferee, the transferring Holder shall have complied with Section 4(b) and Section 4(c) and (iii) Transfers consisting only of a pledge of shares of capital stock shall not be subject to the foregoing restrictions so long as the Holder provides prior written notice of such pledge to the Corporation, ▇▇▇ and ▇▇▇▇▇, with details of the securities pledged. The transfer agent of the Corporation shall update the books and records of the Corporation from time to time to reflect (1) any additional Holders that are Approved Transferees or new Holders that become party hereto in accordance with this Agreement’s terms, (2) the removal of any Persons who are no longer Holders and (3) any changes in any Holder’s address. Any attempt to Transfer any shares of capital stock of the Corporation not in compliance with this Agreement, the By-Laws and the Certificate of Incorporation shall be null and void ab initio, and the Holders agree that the Corporation shall not give any effect in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing Corporation’s stock records to be bound by these transfer such attempted Transfer. Nothing in this Section 3 shall limit any restrictions herein and the other restrictions on Transfer contained in this Agreement (including provisions relating to votingany other contract by and among the Corporation and any of the Holders, or by and among any of the Trust Account and liquidating distributions)Holders.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-sub- divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of the Sponsor, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of or the Sponsor’s operating agreement upon dissolution of the Sponsor; and (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (viivi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer transfer, assign or sell any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion date of the consummation of a Business Combination or and (ii) the earlier ifto occur of, subsequent to a Business Combination, (A) the closing first date on which the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any 30-thirty (30)-day trading day period commencing at least 150 days after the consummation of a Business Combination and (iiB) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Unit Holder Sponsor and each Insider agree not to Transfer transfer, assign or sell any Private Placement Warrants Units (including the underlying Class A Ordinary Shares, Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares Shares, and the Private Placement Units (including the underlying Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and , Private Placement Warrants (including and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsorany Sponsor Entity, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of any Sponsor Entity, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor Entities, any members or partners of the Sponsor Entities or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, Sponsor Entities; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of Cayman Islands law, as applicable, or the Sponsor’s operating agreement upon dissolution of the Sponsor; (vi) by virtue of Delaware law, as applicable, or the Unit Holder Sponsor’s operating agreement upon dissolution of the Unit Holder Sponsor; (vii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation the completion of a Business Combination; or (ixxiv) in the event that, subsequent to the consummation of a Business Combination, the Company completes completion of a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian the completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)Business Combination; provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)restrictions.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and ), Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $US$12.00 per share (as adjusted for share sub-divisions, share consolidationsdividends, share capitalizationsright issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and or (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A underlying Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A underlying Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to (A) our Sponsor’s members, (B) the Company’s directors or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any officers of the Company, our Sponsor or our Sponsor’s members, (C) any affiliates or family members of the Representativedirectors or officers of the Company, our Sponsor or our Sponsor’s officersmembers, directors, advisors or consultants, (D) any members or partners of the Sponsor our Sponsor, our Sponsor’s members, or their affiliates and funds and accounts advised by such members respective affiliates, or partners, any affiliates of the our Sponsor, our Sponsor’s members, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vivii) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or Company for no value for cancellation in connection with the Representative’s limited liability company agreement or other charter documentsconsummation of our initial Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation the completion of a its initial Business Combination; (ix) by virtue of the laws of the State of the Cayman Islands, by virtue of the Sponsor’s operating agreement or other constitutional, organizational or formational documents, as amended, upon dissolution of the Sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of the Sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary; or (x) in the event that, subsequent to of the consummation Company’s completion of a Business Combination, the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian our completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)the Company’s initial Business Combination; provided, however, that, in the case of clauses (i) through (viiv), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the each Sponsor and each Insider agree agrees not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the each Sponsor and each Insider agree agrees not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the SponsorSponsors, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor Sponsors or their affiliates and funds and accounts advised by such members or partners, any affiliates of the SponsorSponsors, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor Sponsors or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s Sponsors or the Representative’s limited liability company agreement or limited partnership agreement, as applicable, or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s Sponsors’ limited liability company agreement or limited partnership agreement, as applicable, upon dissolution of the Sponsor Sponsors or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six (6) months after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of the Sponsor, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of or the Sponsor’s operating agreement upon dissolution of the Sponsor; and (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (viivi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants Units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor Sponsors and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company listed on the exchange) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor Sponsors and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsand underlying securities) that are held by the SponsorSponsors, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any members or partners of the Sponsor Sponsors or their affiliates and funds and accounts advised by such members or partners, any affiliates of the SponsorSponsors, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement at or similar arrangement, in connection with an extension of the Completion Window or in connection with prior to the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor Sponsors or the Representative Representatives to its their respective members, partners or shareholders pursuant to the Sponsor’s Sponsors’ or the Representative’s Representatives’ limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s Sponsors’ limited liability company agreement upon dissolution of the Sponsor Sponsors or upon dissolution of the Representative, Representatives; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); or (x) to the Company for cancellation; provided, however, that, in the case of clauses (i) through (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and ), Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, ; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or property; (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (viivi); or (xi) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; provided, however, that, in the case of clauses (i) through (viivi) and (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Shares, the Private Placement Rights underlying the Private Placement Units and the Class A Ordinary Shares issuable upon exercise conversion of the Private Placement WarrantsRights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a9(a) and 8(b9(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Shares, the Private Placement Rights underlying the Private Placement Units and the Class A Ordinary Shares issuable upon exercise conversion of the Private Placement WarrantsRights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c9(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Sponsor; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, in the event that the Closing does not occur for any reason (including, without limitation, as a result of the valid termination of the Merger Agreement), the Sponsor and each Insider agree agrees not to Transfer any (i) any Founder Shares (or the Class A Ordinary SPAC Common Shares issuable upon conversion of the Founder Shares held by it, him or her thereof) until the earlier of (iA) one year six (6) months after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (iiB) subsequent to a Business Combination, the date on which the Company SPAC consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the CompanySPAC’s shareholders having the right to exchange their Class A Ordinary SPAC Common Shares for cash, securities or other property and (the “Lock-up”). (bii) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary underlying private placement warrants, SPAC Common Shares, and the SPAC Common Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (cb) Notwithstanding the provisions set forth in paragraphs 8(a) 3 and 8(b7(a), transfers but subject to the provisions set forth in paragraph 7(c), upon the valid termination of the Merger Agreement, the following Transfers of the Founder Shares (including the Class A Ordinary SPAC Common Shares issued or issuable upon the conversion of the Founder Shares) and ), the Private Placement Warrants Shares, the Private Placement Units (including the Class A Ordinary underlying private placement warrants or SPAC Common Shares, and the SPAC Common Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c7(b)), are permitted permitted: (iA) to the CompanySPAC’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate Affiliates or family member members of any of the CompanySPAC’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members Affiliates or partners, any affiliates Affiliates of the Sponsor, or any employees of such affiliates, ; (iiB) in the case of an individual, as a transfers by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate Affiliate of such person or to a charitable organization; (iiiC) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such personthe individual; (ivD) in the case of an individual, transfers pursuant to a qualified domestic relations order; (vE) by virtue of the laws of or the Sponsor’s operating agreement upon dissolution of the Sponsor; (F) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (viG) pro rata distributions from transfers in the Sponsor or the Representative to its respective members, partners or shareholders pursuant event of SPAC’s liquidation prior to the Sponsor’s or the Representative’s limited liability company agreement or other charter documentscompletion of an initial Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiH) in the event of the CompanySPAC’s liquidation prior to consummation completion of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of its shareholders SPAC’s public stockholders having the right to exchange their Class A ordinary shares SPAC Common Shares for cash, securities or other property or property, subsequent to the completion of an initial Business Combination; (xI) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (iA) through (vii)H) above; provided, however, that, in the case of clauses (iA) through (viiF) and (I), these permitted transferees must enter into a written agreement with SPAC agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Sponsor Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year 180 days after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $US$12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and ), Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and ), Private Placement Warrants Units (including the Class A Ordinary Shares ordinary shares comprising part of the Private Placement Units and the Class A ordinary shares issuable upon exercise of the private placement warrants comprising part of the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 5(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directorsdirectors or employees; (iii) in the case of an entity, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organizationfor estate planning purposes; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 5(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted, are permitted (each of clauses (i) through (x), a “Permitted Transfer”): (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants Units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, and (ii) subsequent to a Business Combination, (A) the closing date on which the last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 12.50 per share (as adjusted for share sub-divisions, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the likeother similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion of the Business Combination and (ii) subsequent to a initial Business Combination, or (B) the date on which the Company consummates completes a subsequent liquidation, merger, share exchange or other similar transaction which that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Private Placement Warrants, the Private Placement Shares and the Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares and Private Placement Units (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including Warrants, the Class A Private Placement Shares and the Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants’s, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 15.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s Underwriters’ respective officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s Underwriters’ respective officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s Underwriters’ respective limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeUnderwriter, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s Underwriters’ respective officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s Underwriters’ respective officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s Underwriters’ respective limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeUnderwriter, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that, except for Transfers (aas defined below) Subject to the exceptions set forth hereinthird parties required pursuant to Section 2 above, the Sponsor and each Insider agree it shall not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, capital stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a the Business CombinationCombination Closing, the closing last reported sale price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share consolidations, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 6(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s initial stockholders, officers or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partnersits affiliates, any affiliates of the Sponsor, or any employees of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation completion of a Business Combination at prices no greater than the price at which the shares Founder Shares, the Private Placement Warrants or warrants Class A common stock, as applicable, were originally purchased; (vi) pro rata distributions from by virtue of the Sponsor’s or Purchaser’s organizational documents upon liquidation or dissolution of the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documentsPurchaser; (vii) as distributions to limited partners or members of the Sponsor or the Purchaser; (viii) by virtue of the laws of the Cayman Islands State of Delaware or of the Sponsor’s limited liability company agreement or Purchaser’s organizational documents upon liquidation or dissolution of the Sponsor or upon dissolution the Purchaser; (ix) to the Company for no value for cancellation in connection with the completion of the Representative, Business Combination; (viiix) in the event of the Company’s liquidation prior to consummation the completion of a the Business Combination; (ixxi) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; and (xii) in the event that, subsequent to of the consummation of a Business Combination, the Company completes a Company’s liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of its the Company’s public shareholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property or subsequent to the Company’s completion of the Business Combination (x) to each of the foregoing, a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii“Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (vii)viii) or with the Company’s prior written consent, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject Customary transfer restrictions to prohibit and void any trade that would result in the exceptions set forth herein, the Sponsor triggering of an SEC reporting obligation and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of Equity Interests to competitors, including industry competitors and certain third party private equity and financial purchasers, would be subject to Board consent; provided that, for the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion avoidance of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) doubt, no Company Stockholder that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) is party to the Company’s stockholders’ agreement as of the Emergence Date or its respective affiliated funds shall be deemed a competitor of the RepresentativeCompany unless such Company Stockholder holds or acquires an aggregate 3% or more of the outstanding equity interests or voting rights in respect of such competitor (and, for the avoidance of doubt, no appointment or similar rights to such competitor’s officers, board of directors, advisors board of managers or consultantssimilar governing body), any affiliate in which case the Company may, in good faith, determine that such Company Stockholder or family member its affiliated funds is a competitor. Tag-Along Rights: Subject to the “Transfer Restrictions” and “Negative Consent Rights” sections of this Term Sheet, each (x) Holder of Common Shares that holds at least 5% of the outstanding Common Shares, and (y) Initial Secured Creditor, shall have the right to sell its Common Shares on a proportionate basis, or “tag-along” (based on their relative ownership of the outstanding Common Shares), in a sale (or series of sales) by any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners Major Holders of at least 50% of the Sponsor or their affiliates and funds and accounts advised Common Shares held by such members Major Holders to a third party. Drag-Along Rights: Any Company Stockholder holding, or partnersgroup of Company Stockholders collectively holding, any affiliates more than 50% of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having outstanding Fully Diluted Common Shares shall have the right to exchange their Class A ordinary shares for casheffect a sale of the Company to an unaffiliated third party by merger, securities consolidation, sale of all or substantially all of the assets or Equity Interests without the approval of the other property or Company Stockholders (x) except that if there are any Additional Major Holders, the approval of greater than 50% of the Equity Interests held by the Major Holders shall be required to consummate a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (viidrag transaction), these permitted transferees must enter into a written agreement agreeing subject to be bound by these transfer restrictions herein and the customary protections for such other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)Company Stockholders.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to Until the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion second anniversary of the Founder date hereof, neither a Stockholder nor any Affiliate of a Stockholder shall, directly or indirectly, sell, transfer, 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, transfer the economic risk of ownership of, or otherwise dispose of (each, a “Transfer”), any Shares held except to an Affiliate of a Stockholder so long as such Affiliate agrees, by itexecuting a counterpart of this Agreement, him or her until the earlier of to (i) one year after the completion of a Business Combination or earlier if, subsequent hold such Shares subject to a Business Combination, the closing price all of the Class A Ordinary Shares equals or exceeds $12.00 per share (provisions of this Agreement as adjusted for share sub-divisionsif it were the Stockholder, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent promptly transfer such Shares to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange Stockholder or other similar transaction which results in all another Affiliate of such Stockholder if such Affiliate ceases to be an Affiliate of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”)Stockholder. (b) Subject Notwithstanding anything to the exceptions set forth hereincontrary in Section 2.3(a), Skandalaris shall have the Sponsor and each Insider agree not right to Transfer transfer an aggregate of up to 50% of his Shares (i) to members of his Immediate Family, or (ii) to any Private Placement Warrants trust for the benefit of Skandalaris or members of his Immediate Family, or (including iii) for the Class A Ordinary Shares issuable upon exercise benefit of a charitable organization that is recognized as tax exempt under Section 501(c)(3) of the Private Placement WarrantsInternal Revenue Code; provided that (A) held Skandalaris retains all voting rights pertaining to any Shares transferred pursuant to clauses (i) and (ii) above; and (B) no more than 200,000 Shares in the aggregate (subject to adjustment for any stock split, stock dividend or similar event affecting all stockholders of the Company equally) out of such 50% of his Shares shall be transferred for the benefit of charitable organizations; and provided, further, that any member of Skandalaris’s Immediate Family, and any trustee of any trust for the benefit of Skandalaris or members of his Immediate Family, who receives Shares under this Section 2.3(b) shall agree, by itexecuting a counterpart of this Agreement, he to (x) hold such Shares subject to all of the provisions of this Agreement as if such transferee were Skandalaris, and (y), in the case of any such member of Skandalaris’s Immediate Family who receives Shares directly or she until thirty (30) days after the completion indirectly under this Section 2.3(b), promptly transfer such Shares to Skandalaris if such transferee ceases to be a member of a Business CombinationSkandalaris’s Immediate Family. (c) Notwithstanding anything to the provisions set forth contrary in paragraphs 8(a) and 8(bSection 2.3(a), transfers of if for any reason the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted Company’s quarterly dividend per Share (i) to the Company’s is suspended for two or the Representative’s officers, directors, advisors more consecutive fiscal quarters or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) decreases from the current $0.08 per Share and does not increase to $0.08 or more per Share within two fiscal quarters following such decrease, then a Stockholder and its Affiliates may, subject only to the right of first refusal in Section 2.4, sell to any third party up to an aggregate number of Shares of Company Common Stock such that the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member proceeds of such person’s immediate familysale, an affiliate net of commissions and other out-of-pocket expenses, equals the difference between (A) the aggregate amount of the Company dividends actually received by the Stockholder and its Affiliates on their Shares of Company Common Stock in respect of such person or to a charitable organization; fiscal quarters and (iiiB) the aggregate amount of Company dividends that such Stockholder and its Affiliates would have received on their Shares of Company Common Stock in the case of an individual, by virtue of laws of descent and distribution upon death respect of such person; fiscal quarters if the Company had paid a dividend of $0.08 per Share on the Company Common Stock in respect of each such fiscal quarter. (ivd) in Beginning on the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension second anniversary of the Completion Window or in connection with date hereof and continuing for the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue remainder of the laws of the Cayman Islands Term, either Stockholder shall be entitled to Transfer all or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all any portion of its shareholders having the right Shares to exchange their Class A ordinary shares any Person, for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible without restriction under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, other than the Trust Account and liquidating distributions)right of first refusal in Section 2.4.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, it or him or her until the earlier of (i) one year six months after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, it or he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of the Sponsor, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of or the Sponsor’s operating agreement upon dissolution of the Sponsor; and (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (viivi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject Except as may otherwise be provided herein and only with respect to those Lock-Up Shares subject to the exceptions set forth hereinterms of this letter agreement as of any date of determination, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by itundersigned agrees that it or he will not, him directly or her until indirectly, sell, offer or agree to sell, transfer, assign, encumber, hypothecate or similarly dispose of, grant any option for the earlier sale of, pledge, make any short sale or maintain any short position, establish or maintain any “put equivalent position” (within the meaning of (iRule 16a-1(h) one year after under the completion of a Business Combination or earlier ifExchange Act), subsequent to a Business Combinationenter into any swap, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange derivative transaction or other similar transaction which results arrangement that transfers to another, in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cashwhole or in part, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s economic consequences of ownership of the Lock-Up Shares, or the Representative’s officers, directors, advisors or consultantsotherwise dispose of, any Lock-Up Shares or any interest therein, or publicly disclose the intention to do any of the foregoing without the prior written consent of Parent, provided, that the undersigned may transfer Lock-Up Shares (A) to any other undersigned or its members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, other equity holders; (iiB) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary beneficiaries of which is a member are exclusively the undersigned natural persons and/or one or more of such the undersigned natural person’s immediate familyfamily members, an affiliate of such person or to any such beneficiaries or other trusts or entities for the benefit of immediate family members, (C) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or an immediate family member of the undersigned natural persons, (D) as a charitable organization; bona fide gift or gifts to an immediate family member of the undersigned natural persons, (iiiE) in to any corporation, partnership, limited liability company or other trust or entity, all of the case beneficial ownership interests of an individualwhich are held by the undersigned or one or more of the undersigned natural person’s immediate family members or a trust for the benefit of one or more immediate family members, by virtue (F) upon operation of laws of descent and distribution upon death of such person; (iv) in the case of an individual, law pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window order or in connection with the consummation a divorce settlement or (G) consisting of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative up to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) 1,500,000 Lock-Up Shares in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) aggregate to a nominee bona fide charity or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)charitable foundation; provided, howeverfurther, that, that in the case of clauses (ia permitted transfer as provided in this sentence, the applicable recipient(s) through (vii), these permitted transferees must enter into a written agreement agreeing agrees in writing to be bound by these transfer the restrictions herein and set forth in this letter agreement as if such recipient(s) had been an original party hereto, prior to such transfer. For purposes of this letter agreement, “immediate family member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (or any lineal descendants of any of the other restrictions foregoing persons). The prohibitions contained in Section 2 shall terminate and have no further force or effect as to a number of Lock Up Shares (rounded up to the nearest whole number) equal to one-fourth (1/4) of the initial number of Lock Up Shares subject to this Agreement letter agreement (including provisions relating as adjusted pursuant to voting, Section 3) on the Trust Account and liquidating distributions).six-

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year 180 days after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) a. Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion of a the Company’s initial Business Combination or earlier if, and (B) subsequent to a the completion of the Business Combination, (x) if the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidationssplits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and or (iiy) subsequent to a Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, share exchange exchange, reorganization or other similar transaction which that results in all of the Company’s public shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) b. Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) c. Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s officers or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partnersaffiliates, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to a member of such personindividual’s immediate family or to a trust, the beneficiary of which is a member of such personindividual’s immediate family, an affiliate of such person individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window timeframe for the Company to consummate a Business Combination or in connection with the consummation of a an initial Business Combination at prices no greater than the price at which the shares or warrants Warrants were originally purchased; (vi) by pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders stockholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property property; (x) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination or (xxi) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsorsponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window completion window or in connection with the consummation of a Business Combination business combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor our sponsor or the Representative underwriters to its respective members, partners or shareholders pursuant to the Sponsorour sponsor’s or the Representativeunderwriter’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer transfer, assign or sell any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion date of the consummation of a Business Combination or and (ii) the earlier ifto occur of, subsequent to a Business Combination, (A) the closing first date on which the last sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssubdivisions, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any 30-thirty (30)-day trading day period commencing at least 150 days after the consummation of a Business Combination and (iiB) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Warrant Holder Sponsor and each Insider agree not to Transfer transfer, assign or sell any Private Placement Warrants (including the or Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) underlying such warrants held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Shares, Private Placement Warrants and Class A Ordinary Shares issued or issuable upon the exercise or conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) Warrants or the Founder Shares and that are held by the Sponsorany Sponsor Entity, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of any Sponsor Entity, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor Entities, any members or partners of the Sponsor Entities or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, Sponsor Entities; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of Cayman Islands law, as applicable, or the Sponsor’s operating agreement upon dissolution of the Sponsor; (vi) by virtue of Delaware law, as applicable, or the Warrant Holder Sponsor’s operating agreement upon dissolution of the Warrant Holder Sponsor; (vii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation the completion of a Business Combination; or (ixxiv) in the event that, subsequent to the consummation of a Business Combination, the Company completes completion of a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian the completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)Business Combination; provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)restrictions.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination Combination, and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c7(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. Each Purchaser, severally and as to itself only, agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Units (or securities issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which Founder Shares shall be released from the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results lockup referenced in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”this Section 4(a). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) . Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b)first sentence hereinabove, transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors any affiliates or consultantsfamily members of the Company’s officers or directors, any affiliate or family member of any the sponsor of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliate’s or member’s affiliates, officers, directors and director or indirect equityholders; (ii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organizationfor estate planning purposes; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (vi) to an affiliate of or fund managed by or under common control with a Purchaser; (vii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ix) in by virtue of the event that, subsequent to the consummation applicable law or such Purchaser’s governing documents upon dissolution of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or such Purchaser; (x) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viiix) above; and (xi) pursuant to the provisions of Section 1 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (vii), and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the provisions of Section 1 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in this Agreement whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (including provisions relating z) public announcement of any intention to voting, the Trust Account and liquidating distributionseffect any transaction specified in clause (x) or (y).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company listed on the exchange) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsand underlying securities) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative Representatives to its their respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s Representatives’ limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Representatives; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); or (x) to the Company for cancellation; provided, however, that, in the case of clauses (i) through (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer transfer, assign or sell any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year 180 days after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Unit Holder Sponsor and each Insider agree not to Transfer transfer, assign or sell any Private Placement Warrants Units (including the underlying Class A Ordinary Shares, Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a‎8(a) and 8(b‎8(b), transfers of the Founder Shares Shares, and the Private Placement Units (including the underlying Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and , Private Placement Warrants (including and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsorany Sponsor Entity, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c‎8(c)), are permitted (i) in the case of any Sponsor Entity, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor Entities, any members or partners of the Sponsor Entities or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) Sponsor Entities; in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of Cayman Islands law, as applicable, or the Sponsor’s operating agreement upon dissolution of the Sponsor; by virtue of Cayman Islands law, as applicable, or the Unit Holder Sponsor’s operating agreement upon dissolution of the Unit Holder Sponsor; by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation the completion of a Business Combination; (ix) or in the event that, subsequent to the consummation of a Business Combination, the Company completes completion of a liquidation, merger, share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian the completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)Business Combination; provided, however, that, in the case of clauses (i‎(i) through (vii‎(vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)restrictions.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s Representatives’ officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative Representatives to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s Representatives’ limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeRepresentatives, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser acknowledges that, except as provided in the Registration Rights Agreement, (a1) Subject to neither (i) the exceptions set forth hereinInitial Shares, the Sponsor and each Insider agree not to Transfer any Founder Shares Initial Warrants, the Supplemental Warrant or the Class A Ordinary Shares Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Initial Shares or upon exercise of the Founder Initial Warrants, nor (ii) if the Supplemental Warrant is exercised, the Additional Shares, the Additional Warrants or the Common Stock issuable upon conversion of, or in lieu of dividend payments on, the Additional Shares held by itor upon exercise of the Additional Warrants, him have been, or her until are being, registered under the earlier Securities Act, and such securities may not be transferred unless (A) subsequently registered thereunder or (B) they are transferred pursuant to an exemption from such registration; and (2) any sale of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business CombinationInitial Shares, the closing price of Initial Warrants, the Class A Ordinary Shares equals Supplemental Warrant or exceeds $12.00 per share the Common Stock issuable upon conversion or exchange thereof (as adjusted for share sub-divisionscollectively, share consolidations, share capitalizations, reorganizations, recapitalizations and the like"Initial Securities") for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and or (ii) subsequent to a Business Combinationif the Supplemental Warrant is exercised, the date on which Additional Shares, the Company consummates a subsequent liquidationAdditional Warrants or the Common Stock issuable upon conversion or exchange thereof, merger(the "Additional Securities" and, share exchange or other similar transaction which results collectively with the Initial Securities, the "Securities") made in all reliance upon Rule 144 under the Securities Act may be made only in accordance with the terms of said Rule. The provisions of Section 4(a) and 4(b) hereof, together with the rights of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of Purchaser under this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein Agreement and the other restrictions contained in this Agreement (including provisions relating to votingPrimary Documents, shall be binding upon any subsequent transferee of the Trust Account Preferred Stock and liquidating distributions)the Stock Purchase Warrants.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six (6) months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidationsdividends, share capitalizationsright issuances, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 seventy-five (75) days after the Business Combination and or (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities contained therein) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities contained therein) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to (A) the CompanySponsor’s members, (B) the directors or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any officers of the Company’s , the Sponsor or the RepresentativeSponsor’s officersmembers, directors(C) any affiliates or family members of the directors or officers of the Company, advisors the Sponsor or consultantsthe Sponsor’s members, (D) any members or partners of the Sponsor Sponsor, the Sponsor’s members, or their affiliates and funds and accounts advised by such members respective affiliates, or partners, any affiliates of the Sponsor, the Sponsor’s members, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vivii) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or Company for no value for cancellation in connection with the Representative’s limited liability company agreement or other charter documents; (vii) by virtue consummation of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, initial Business Combination; (viii) in the event of the Company’s liquidation prior to consummation the completion of a its initial Business Combination; (ix) by virtue of the laws of the Cayman Islands, by virtue of the Sponsor’s operating agreement or other constitutional, organizational or formational documents, as amended, upon dissolution of the Sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of the Sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary; or (x) in the event that, subsequent to of the consummation Company’s completion of a Business Combination, the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian the completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)the Company’s initial Business Combination; provided, however, that, in the case of clauses (i) through (viivi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers (each, a “Permitted Transfer” and the transferee of such Permitted Transfer a “Permitted Transferee”) of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transfereesPermitted Transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees each such Permitted Transferee must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $US$12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that, except for Transfers (aas defined below) Subject to the exceptions set forth hereinthird parties required pursuant to Section 2 above, the Sponsor and each Insider agree it shall not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or earlier ifother similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Ordinary Shares issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a the Business CombinationCombination Closing, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 6(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees affiliates of such affiliates, the Sponsor; (ii) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member affiliate of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation completion of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from in the Sponsor or event of the Representative to its respective members, partners or shareholders pursuant Company’s liquidation prior to the Sponsor’s or completion of the Representative’s limited liability company agreement or other charter documentsBusiness Combination; (vii) by virtue of the laws of the Cayman Islands State of Delaware or of the Sponsor’s limited liability company agreement organizational documents upon liquidation or dissolution of the Sponsor or upon dissolution of the Representative, Sponsor; and (viii) in to the event Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Company’s liquidation prior Purchaser or an affiliate of any such investment manager or investment advisor or to consummation of a Business Combinationany investment fund or other entity controlled or managed by such persons; (ix) in each of the event thatforegoing, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii“Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viiv), (vii) and (viii) these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days on the next business day after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the RepresentativeUnderwriter’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the RepresentativeUnderwriter’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative Underwriter to its respective members, partners or shareholders pursuant to the Sponsor’s or the RepresentativeUnderwriter’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the ​ Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Underwriter; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or property; (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); or (xi) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six (6) months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidationsdividends, share capitalizationsright issuances, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 seventy-five (75) days after the Business Combination and or (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the underlying Class A Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the underlying Class A Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to (A) the CompanySponsor’s members, (B) the directors or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any officers of the Company’s , the Sponsor or the RepresentativeSponsor’s officersmembers, directors(C) any affiliates or family members of the directors or officers of the Company, advisors the Sponsor or consultantsthe Sponsor’s members, (D) any members or partners of the Sponsor Sponsor, the Sponsor’s members, or their affiliates and funds and accounts advised by such members respective affiliates, or partners, any affiliates of the Sponsor, the Sponsor’s members, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vivii) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or Company for no value for cancellation in connection with the Representative’s limited liability company agreement or other charter documents; (vii) by virtue consummation of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, initial Business Combination; (viii) in the event of the Company’s liquidation prior to consummation the completion of a its initial Business Combination; (ix) by virtue of the laws of the Cayman Islands, by virtue of the Sponsor’s operating agreement or other constitutional, organizational or formational documents, as amended, upon dissolution of the Sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of the Sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary; or (x) in the event that, subsequent to of the consummation Company’s completion of a Business Combination, the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian the completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)the Company’s initial Business Combination; provided, however, that, in the case of clauses (i) through (viivi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees solely with the Company that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) or earlier if(B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property (such period, the “Lock-up Period”). Notwithstanding the foregoing, if subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon the conversion lockup referenced in this Section 5(a). Any extension of the Lock-up Period beyond what is detailed herein shall not apply to the Purchaser’s Founder Shares) and Private Placement Warrants (including ; provided, however, Purchaser’s Founder Shares shall not be subject to any longer or more restrictive lock-up provisions than any other Class B Common Stock. Notwithstanding the Class A Ordinary Shares issuable upon exercise first sentence hereinabove, Transfers of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directors, advisors directors or consultantsemployees, any affiliate or family member of thereof, or to any of the Company’s affiliate or the Representative’s officers, directors, advisors or consultants, any members or partners member of the Sponsor or their affiliates and funds and accounts advised by such members or ; (iii) in the case of an entity, as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person individual or to a charitable organizationtrust; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viiviii) , (x) and (xi) (except with respect to clause (ix)), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 5(a) shall not prohibit the Purchaser from effecting any Transfer of any securities, including a Short Sale, with securities that do not constitute “Securities” under this Agreement (including provisions relating to votingthe Public Units, Public Shares and Public Warrants). As used in this Agreement, “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Trust Account Exchange Act, and liquidating distributionsall types of direct and indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).

Transfer Restrictions. (a) Subject to The Sponsor will not assign, alienate, pledge, attach, sell or otherwise transfer or encumber (each, a “transfer”), directly or indirectly, any Sponsor Shares until one year following the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion date of the Founder Shares held by itconsummation of an Initial Business Combination, him except to a Permitted Transferee, or her until the earlier of (i) one year after with respect to 50% of the completion of a Business Combination or earlier ifSponsor Shares, subsequent to a Business Combination, when the closing price of the Class A Ordinary Shares equals or exceeds $12.00 11.50 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any a 30-trading day period commencing at least 150 days after following the consummation of an Initial Business Combination and Combination, or (ii) subsequent with respect to 50% of the Sponsor Shares, when the closing price of the Ordinary Shares exceeds $15.00 per share for any 20 trading days within a 30-trading day period following the consummation of an Initial Business Combination; provided, however, that all of the Sponsor Shares shall no longer be restricted upon the first anniversary of the Initial Business Combination, the date on which and in any case, if following a business combination, the Company consummates a subsequent liquidation, merger, amalgamation, share exchange capital exchange, share purchase, reorganization or other similar business transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (property. Any transfers of such securities to a Permitted Transferee will be made in accordance with applicable securities laws. Any transfer of securities pursuant to this Paragraph 3 after the “Lock-up”). (b) Subject date hereof will be subject to the exceptions set forth herein, condition that the Sponsor and each Insider agree not Permitted Transferee has agreed in writing to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held be bound by the Sponsorterms of Paragraphs 1, any Insider 2 and 3 hereof. A “Permitted Transferee” is a person or any of their permitted transferees, as applicable (entity that have complied with any applicable requirements of this paragraph 8(c)), are permitted receives such securities pursuant to a transfer (i) to the Company’s one or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any more of the Company’s or the Representative’s officers, directors, advisors directors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliatesinitial unitholders, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; an affiliated entity under common control with the transferor, (iii) in the case of to an individualentity’s beneficiaries upon its liquidation or distribution, (iv) to relatives and trusts for estate planning purposes, (v) by virtue of the laws of descent and distribution upon death of such person; death, (iv) in the case of an individual, pursuant to a qualified domestic relations order; (vvi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension respect to up to 33% of the Completion Window Sponsor Shares made at or in connection with prior to the consummation of a an Initial Business Combination at prices no greater than the price at which the shares or warrants Sponsor Shares were originally purchased; purchased (vi) pro rata distributions from the Sponsor approximately $0.017 per share), or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of pursuant to a qualified domestic relations order. (b) The Sponsor acknowledges that the Sponsor or upon dissolution of Warrants will be subject to the Representative, (viii) transfer restrictions set forth in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to Warrant Agreement until the consummation of a an Initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) or private placement warrants (including the underlying Class A Ordinary Shares) issuable upon conversion of working capital loans held by it, he or she until thirty (30) days immediately after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and ), Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) or private placement warrants (including the underlying Class A Ordinary Shares) issuable upon conversion of working capital loans that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; , (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by virtue of the laws of or the Sponsor’s operating agreement upon dissolution of the Sponsor; (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vivii) as pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to the Company’s consummation of a an initial Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); (x) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; and (xi) in the event that, subsequent to the Company’s consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to The Restricted Parties shall not, directly or indirectly sell, transfer or otherwise dispose of (collectively, "Transfer") any shares of Common -------- Stock Beneficially Owned by such Persons during the exceptions set forth herein, period beginning at the Sponsor Effective Time and each Insider agree not to Transfer any Founder Shares or ending on the Class A Ordinary Shares issuable upon conversion one year anniversary of the Founder Shares held by itEffective Time, him or her until the earlier of except for Transfers: (i) one year to Restricted Parties that deliver a written instrument to the Company in form and substance reasonably satisfactory to the Company confirming that they are subject to the obligations under this Agreement, (ii) which have been consented to in writing by the Company, (iii) pursuant to a Third Party Tender Offer that (A) is recommended by the board of directors of the Company or (B) is not effectively prohibited from closing pursuant to the Exodus Rights Plan or any successor rights plan (whether or not no such rights plan is in effect, the rights thereunder have been redeemed, a court of competent jurisdiction has declared such rights plan invalid or otherwise), (iv) pursuant to a merger, consolidation or reorganization to which the Company is a party, or (v) pursuant to bona fide "cashless collar" hedging or similar transactions or other hedging transactions pursuant to which the Restricted Party maintains a meaningful interest in any increase in value of the underlying securities with or arranged or placed or underwritten by nationally recognized investment banking firms or other nationally recognized financial institutions ("Permitted ▇▇▇▇▇▇"), provided that (x) Permitted ▇▇▇▇▇▇ under this ---------------- -------- (a) may be effected only after the completion expiration of six months after the Effective Time and, if effected at a Business Combination or earlier if, subsequent to time when a Business Combination, the closing price Designee of the Class A Ordinary Shares equals Investor serves as a member of the board of directors of the Company, or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 90 days after the Business Combination and (ii) subsequent Investor ceases to have a Business Combination, Designee serving on the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all board of directors of the Company’s shareholders having , only during the right to exchange their Class A Ordinary Shares for cashwindow periods during which trading by the Company's directors and officers is otherwise permitted, securities and (y) the number of shares hedged, together with the number of shares hedged within the three preceding months, shall not exceed 1% of the shares of Common Stock outstanding as shown on the most recent report or other property (statement published by the “Lock-up”)Company. (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree The Restricted Parties shall not to Transfer any Private Placement Warrants (including shares of Common Stock Beneficially Owned by such Persons during the Class A Ordinary Shares issuable upon exercise period beginning on the one year anniversary of the Private Placement Warrants) held by it, he or she until thirty (30) days after Effective Time and ending on the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers five year anniversary of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the SponsorEffective Time, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted except for Transfers: (i) to Restricted Parties that deliver a written instrument to the Company’s or Company in form and substance reasonably satisfactory to the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of Company confirming that they are subject to the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliatesobligations under this Agreement, (ii) which have been consented to in writing by the Company, (iii) pursuant to a Third Party Tender Offer that (A) is recommended by the board of directors of the Company or (B) is not effectively prohibited from closing pursuant to the Exodus Rights Plan or any successor rights plan (whether or not no such rights plan is in effect, the rights thereunder have been redeemed, a court of competent jurisdiction has declared such rights plan invalid or otherwise), (iv) pursuant to a merger, consolidation or reorganization to which the Company is a party, (v) in a bona fide underwritten public offering or other sale pursuant to the exercise of rights granted in the case Registration Rights Agreement, (vi) pursuant to Rule 144 of an individual, as a gift to such person’s immediate family the Securities Act or pursuant to a trust, privately negotiated transaction or (vii) pursuant to Permitted ▇▇▇▇▇▇; provided that any Transfers made pursuant to clause (vi) or (vii) at a -------- time when a Designee of the beneficiary of which is Investor serves as a member of such person’s immediate family, an affiliate the board of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event directors of the Company’s liquidation prior , or within 90 days after the Investor ceases to consummation have a Designee serving on the board of a Business Combination; (ix) in directors of the event thatCompany, subsequent to may be made only during the consummation of a Business Combination, window periods during which trading by the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)Company's directors and officers is otherwise permitted; provided, howeverfurther, that, in the case of clauses any Transfer pursuant to clause (v) or -------- ------- (vi), such Transfer does not result in, to the knowledge of the Restricted Parties after reasonable inquiry, any other Person acquiring, after giving effect to such Transfer, Beneficial Ownership, individually or in the aggregate with such Person's Affiliates, of more than 5% of the Total Current Voting Power of the Company; provided, further, that, following the three year anniversary of -------- ------- the Effective Time, the obligations of the Investor under this Section 4.2(b) shall terminate immediately at such time as the Restricted Parties hold less than 10% of the Total Current Voting Power of the Company. (c) Each Restricted Party understands and acknowledges that the shares of Common Stock issued to the Investor pursuant to the Merger Agreement are "restricted securities" within the meaning of the federal securities laws. If any Restricted Party decides to dispose of any of the Common Stock, each Restricted Party understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act, and only in compliance with all other securities laws, including restrictions imposed by law on trading while in the possession of material non-public information. Each Restricted Party agrees to the imprinting, so long as appropriate, of substantially the following legends on certificates representing any of the securities referenced in the preceding sentence: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT, DATED AS OF SEPTEMBER 28, 2000, AMONG THE COMPANY, GLOBAL CROSSING LTD. AND GLOBAL CROSSING GLOBALCENTER HOLDINGS INC. The legend set forth above shall be removed if and when (i) through the securities represented by such certificate are disposed of pursuant to an effective registration statement under the Securities Act or (vii), these permitted transferees must enter into a written agreement agreeing ii) the Investor delivers to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating Company an opinion of counsel reasonably acceptable to voting, the Trust Account and liquidating distributions)Company to the effect that such legends are no longer necessary.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to Unless the exceptions set forth hereinRestricted Parties Beneficially Own in the aggregate less than 5% of the Adjusted Outstanding Common Stock or until the Restricted Parties Beneficially Own in the aggregate at least 90% of the Adjusted Outstanding Common Stock, the Sponsor and each Insider agree not to Transfer Restricted Parties shall not, directly or indirectly, sell, transfer or otherwise dispose of (collectively, "Transfer") any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held Preferred Stock, Warrants or shares of Common Stock Beneficially Owned by itsuch Persons, him or her until the earlier of except for Transfers: (i) one year after to Restricted Parties or to Affiliates who agree to be Restricted Parties bound by the completion provisions of a Business Combination or earlier ifthis Agreement, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent which have been consented to by the Company, (iii) pursuant to a Business CombinationThird Party Tender Offer, provided that the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all Restricted Parties may not Transfer pursuant to this clause (iii) any shares of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable Common Stock acquired upon exercise of the Private Placement Warrants) held by it, he Purchase Warrant on or she until thirty (30) days after the completion date of a Business Combination. (c) Notwithstanding commencement of such Third Party Tender Offer or the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held public announcement by the Sponsorofferor thereof or that such offeror intends to commence such Third Party Tender Offer, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; merger, consolidation or reorganization to which the Company is a party, (v) by private sales in a bona fide public distribution or transfers made in connection with any forward purchase agreement or similar arrangementbona fide underwritten public offering, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to Rule 144 of the Sponsor’s Securities Act or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue in a private sale or pursuant to Rule 144A of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business CombinationSecurities Act; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, provided that, in the case of clauses any Transfer pursuant to clause (iv) through or (vii), these permitted transferees must enter into a written agreement agreeing such Transfer does not result in, to be bound by these transfer restrictions herein the knowledge of the Restricted Parties after reasonable inquiry, any other Person acquiring, after giving effect to such Transfer, Beneficial Ownership, individually or in the aggregate with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, of more than 10% of the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)Adjusted Outstanding Common Stock.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year 180 days after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Sponsor; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) to the Company for no value for cancellation in connection with the consummation of the Business Combination; (x) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property property; or (xxi) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (xi), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or State of Delaware the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until on the earlier of (i) one year six months after the completion of a the Company’s initial Business Combination or earlier if, subsequent to a the completion of the Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination and (ii) subsequent to a the initial Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, share exchange exchange, or other similar transaction which that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the property(the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Shares (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsUnits and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to Effective as of and conditioned upon the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion occurrence of the Founder Shares held by Closing, each of the enGene Equity Holders agrees that it, him he or her she shall not, until the earlier of (ix) one year 12:01 am, U.S. eastern time, on the six-month anniversary of the date of the Closing and (y) the date (after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price date of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the likeClosing) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, share exchange or other similar transaction which that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Newco Shares for cash, securities or other property (the “Lock-up”)property, Transfer any Restricted Securities. (b) Subject Notwithstanding anything herein to the exceptions set forth hereincontrary, from and after the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise Closing, Transfers of the Private Placement Warrants) Restricted Securities held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider enGene Equity Holder or any of their permitted transferees, as applicable transferees (that have complied with any applicable requirements of this paragraph 8(cSection 2(b)), are permitted (i) to the Company’s officers or directors of enGene or the Representative’s officers, directors, advisors or consultantsCompany, any affiliate or family member of any of the Company’s officers or directors of enGene or the Representative’s officers, directors, advisors or consultantsCompany, any members affiliate of such enGene Equity Holder, enGene or partners the Company or to any direct or indirect equityholders of such enGene Equity Holder, enGene or the Sponsor Company or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsorsuch equityholders, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to a member of such personindividual’s immediate family or to a trust, the beneficiary of which is such individual, a member of such personindividual’s immediate family, an affiliate of such person individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personindividual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of to the Completion Window or Company in connection with the consummation “net” or “cashless” exercise of a Business Combination at prices no greater than the options or other rights to purchase shares of Company Common Stock held by such enGene Equity Holder in satisfaction of any tax withholding or exercise price at which the obligations through cashless surrender or otherwise, provided that any shares of Company Common Stock issued upon exercise of such option or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant other rights shall remain subject to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue terms of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)this Letter Agreement; provided, however, that, in the case of clauses (i) through (vii), that these permitted transferees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictions herein in substantially the form of Exhibit A attached hereto. (c) This Section 2 shall continue to apply to Restricted Securities following their transfer to a permitted transferee under Section 2(b) above. Each holder of Restricted Securities shall be entitled to vote its Restricted Securities and receive dividends and other distributions with respect to such Restricted Securities (to the extent such concepts are applicable) during any period of time that such shares are subject to restrictions on transfer hereunder. (d) Any Transfer of Restricted Securities made or attempted in violation of or contrary to the terms of this Agreement shall be null and void ab initio, and the Company shall refuse to recognize any such purported transferee of the Restricted Securities as one of the Company’s equity holders for any purpose. The Company may impose stop-transfer instructions with respect to the Restricted Securities during the period of the restrictions on transfer applicable thereto under this Section 2. (e) Each certificate (if any) evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other restrictions contained in this Agreement applicable legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MAY [16], 2023, BY AND AMONG THE ISSUER OF SUCH SECURITIES (including provisions relating to votingTHE “ISSUER”), the Trust Account and liquidating distributions)THE ISSUER’S SECURITY HOLDER NAMED ▇▇▇▇▇▇▇ AND CERTAIN OTHER PARTIES NAMED ▇▇▇▇▇▇▇. A COPY OF SUCH SPONSOR WAIVER AND SHARE RESTRICTION AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

Transfer Restrictions. (a) Subject to Section 2.2(b), unless approved by a majority of the exceptions set forth hereinIndependent Directors, Investor shall not, and shall not permit any of the Investor Parties to sell or otherwise transfer or agree to transfer (each of the foregoing, a “Transfer”), directly or indirectly, any shares of Common Stock that are held directly or indirectly by Investor or any of the other Investor Parties if, immediately after giving effect to such Transfer, the Sponsor and each Insider agree not Person that acquires such Common Stock (other than any underwriter acting in such capacity in an underwritten public offering of such shares) would, together with its Affiliates, to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion actual knowledge (“Knowledge”) of the Founder Shares held by it, him or her until the earlier of transferor Beneficially Own more than ten percent (i10%) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class then-outstanding Common Stock. A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and transferor shall be deemed to have Knowledge of any transferee’s Beneficial Ownership of Common Stock if the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all transferor has actual knowledge of the Company’s shareholders having identity of the right transferee and such Beneficial Ownership has been, at the time of the agreement to exchange their Class A Ordinary Shares for cashtransfer, securities or other property (publicly disclosed in accordance with Section 13 of the “Lock-up”)Exchange Act. (b) Subject The limitations in Section 2.2(a) shall not apply, and any Investor Party may Transfer freely: (i) to any Person (including any Affiliate of Investor) if such Person (A) has executed and delivered to the exceptions Company a Transferee Agreement (as defined below), and (B) has provided the Company with a certificate containing the representations set forth hereinon Exhibit D of the Investment Agreement (or, to the Sponsor and extent necessitated by the organizational structure of the party providing such certificate, a certificate substantially similar to such Exhibit D) as modified to allow such Transferee to own stock or other equity interests in a tenant of the Company or its Subsidiaries to the extent such ownership would not result in (i) the Company or any of its REIT Subsidiaries other than GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $1 million of “related party rent” each Insider agree year or (ii) GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $100,000 of “related party rent” each year; (ii) to one or more underwriters or initial purchasers acting in their capacity as such in a manner not intended to Transfer any Private Placement Warrants circumvent the restrictions contained in Section 2.2(a); (iii) in a sale in the public market, in accordance with Rule 144, including the Class A Ordinary Shares issuable upon exercise volume and manner of sale limitations set forth therein; (iv) in any Merger Transaction (other than a transaction contemplated by Section 2.2(b)(v) below) or transaction contemplated by clause (iii) of the Private Placement Warrantsdefinition of Change of Control (A) held in which (in either case) no Investor Party or Affiliate thererof is the acquiror or part of the acquiring group or is proposed to be combined with the Company and (B) that has been approved by itthe Board and a majority of the stockholders (it being understood that this clause (iv) does not affect the agreement of the parties under Sections 1.1(e) or 1.1(f)); (v) in connection with a tender or exchange offer that (A) is not solicited by any Investor Party or its Affiliate (unless such transaction was approved in accordance with Section 2.1(b)(ii)) and in which all holders of Common Stock are offered the opportunity to sell shares of Common Stock and (B) complies with applicable securities laws, he including Rule 14d-10 promulgated under the Exchange Act; and (vi) in connection with any bona fide mortgage, encumbrance, pledge or she until thirty (30) days after the completion hypothecation of capital stock to a Business Combinationfinancial institution in connection with any bona fide loan. (c) Notwithstanding No Transfer under Sections 2.2(b)(i) shall be valid unless and until the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held Transferee Agreement has been executed by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) Transferee and delivered to the Company’s or . For the Representative’s officers, directors, advisors or consultants, any affiliate or family member purpose of any of this Agreement a “Transferee Agreement” means a new agreement executed between the Company’s or Company and the Representative’s officers, directors, advisors or consultants, any members or partners of Transferee (to which the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (iiInvestor is not a party) substantially in the case form of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window this Agreement or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant such other form as is reasonably satisfactory to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event Company except that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).:

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion consummation of a the Business Combination Combination, or earlier if, subsequent to a the consummation of the Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizationsr e o r g a n i z a t i o n s, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date following the completion of the Business Combination on which the Company consummates completes a subsequent liquidation, merger, share exchange or other similar transaction which that results in all of the Company’s its shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and clause (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors directors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to Company’s consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to From and after the exceptions set forth hereinClosing, the Sponsor and each Insider agree Common Units or other interests in the MLP owned by Resource America or any of its affiliates (including any Resource America Entity or affiliate thereof) shall not be transferable by Resource America or any such affiliate except to Transfer Resource America or any Founder Shares or affiliate of Resource America (provided such transferee agrees in writing to be bound by this Section 6.11(a)) without the Class A Ordinary Shares issuable upon conversion prior written consent of the Founder Shares held by it, him or her MLP until the earlier of (ix) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price first anniversary of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination Closing Date and (iiy) subsequent to a Business Combination, the date on which sale by the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results Contributors of $50 million in all proceeds of the Company’s shareholders having New Common Units in any registered offering, except that Resource America and such affiliates may (a) participate in pro rata redemptions or distributions to all holders of Common Units or a sale of the right to exchange their Class A Ordinary Shares for cash, securities or other property MLP involving the acquisition of the Common Units of the public holders thereof; (b) offer and sell Common Units in the “Lock-up”)Public Offering (defined below) in accordance with and as permitted by Section 6.23; and (c) pledge such interests in connection with a bona fide financing transaction. (b) Subject From and after the Closing, the New Common Units or other interests in the MLP owned by the Contributors or any affiliates thereof shall not be transferable by the Contributors or any such affiliate except to the exceptions set forth herein, Contributors or any affiliate thereof (provided such transferee agrees in writing to be bound by this Section 6.11(b)) until the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise first anniversary of the Private Placement WarrantsClosing Date or pursuant to a registered offering, except that the Contributors and such affiliates may (a) held participate in pro rata redemptions or distributions to all holders of Common Units or a sale of the MLP involving the acquisition of the Common Units of the public holders thereof; (b) offer and sell Common Units in the Public Offering (defined below) in accordance with and as permitted by it, he or she until thirty Section 6.23; and (30c) days after the completion of pledge such interests in connection with a Business Combinationbona fide financing transaction. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangementIn addition, in connection with an extension the Public Offering, Resource America, the Contributors and their respective affiliates agree that, if so requested by the managing underwriters thereof, each of them shall deliver a lock-up agreement consistent with the terms of this Section 6.11. Resource America and the Contributors agree (and shall cause their respective affiliates to agree) that any transfer of Common Units or other interests of the Completion Window or MLP otherwise than in connection accordance with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein this Agreement and the other restrictions contained in this MLP Agreement (including provisions relating to voting, the Trust Account Amendment shall be null and liquidating distributions)void.

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares (or the Class A Ordinary Shares any shares of Common Stock issuable upon conversion of the Founder Shares held by it, him or her Shares) until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 5(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to any other person or entity that holds Common Stock prior to the consummation of the IPO; (ii) to the Company’s or the Representative’s officers, directorsdirectors or employees; (iii) in the case of an entity, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or as a distribution to its partners, any affiliates of the Sponsor, stockholders or any employees of such affiliates, members upon liquidation; (iiiv) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or family, to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organizationfor estate planning purposes; (iiiv) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (ivvi) in the case of an individual, pursuant to a qualified domestic relations order; (vvii) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants applicable Securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viiiix) in the event of the Company’s liquidation liquidation, bankruptcy or dissolution prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business CombinationPurchaser’s affiliates, the Company completes a liquidation, merger, share exchange to any investment fund or other similar transaction which results in all entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of its shareholders having the right Purchaser or an affiliate of any such investment manager or investment advisor or to exchange their Class A ordinary shares for cash, securities any investment fund or other property entity controlled or managed by such persons; (xxi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viix) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixi), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions herein restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 5(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Insider Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the “Locklike) for any 20 trading days within any 30-up”trading day period 150 days after the initial Business Combination, the Insider Shares will be released from such lock-up as provided under this Section 5(a). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a5(a) and 8(b5(b), transfers of the Founder Shares Insider Shares, Private Units (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c5(c)), are permitted (i) among the Insiders or to the Company’s or the Representative’s Insiders’ members, officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor consultants or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the case of holder is an individualentity, as a (iii) by bona fide gift to such persona member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of such personthe holder’s immediate family, an affiliate of such person or to a charitable organization; in each case for estate planning purposes, (iiiiv) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; death, (ivv) in the case of an individual, pursuant to a qualified domestic relations order; , (vvi) by private sales or transfers made to the Company for no value for cancellation in connection with any forward purchase agreement or similar arrangementthe consummation of a Business Combination, in connection with an extension of the Completion Window or (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to its consummation of a an initial Business Combination; Combination or (ix) in the event that, subsequent to the consummation of a an initial Business Combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which results in all of its the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property property, in each case (except for clauses (vi), (viii) or (xix) or with the Company’s prior written consent) on the condition that prior to a nominee such registration for Transfer, the security agent shall be presented with written documentation pursuant to which each transferee or custodian of a person the trustee or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these legal guardian for such permitted transferees must enter into a written agreement agreeing transferee agrees to be bound by these the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, any applicable agreement the Trust Account and liquidating distributions)transferor is bound by.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer Transfer, directly or indirectly, any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the underlying Private Placement WarrantsShares and Private Placement Rights) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants units were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) to the Company for no value for cancellation in connection with the consummation of an initial business combination; (x) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (xxi) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. CNET covenants and agrees as follows: (a) Subject to During the exceptions set forth hereinStandstill Period, the Sponsor and each Insider agree not to Transfer Restricted Parties shall not, directly or indirectly, sell, transfer or otherwise dispose of (collectively, "TRANSFER") any Founder Shares or the Class A Ordinary Shares issuable upon conversion shares of the Founder Shares held Common Stock Beneficially Owned by itsuch Persons, him or her until the earlier of except for Transfers: (i) one year after to Restricted Parties or to Affiliates who agree to be Restricted Parties bound by the completion provisions of a Business Combination or earlier ifthis Agreement, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent which have been consented to by the Company, (iii) pursuant to a Business CombinationThird Party Tender Offer, the date on (iv) pursuant to a merger, consolidation or reorganization to which the Company consummates is a subsequent liquidationparty, merger(v) in a BONA FIDE public distribution, share exchange bona fide underwritten public offering or other similar transaction which results in all open market sales through a resale or otherwise, (vi) pursuant to Rule 144 of the Company’s shareholders having Securities Act, (vii) in a private sale or pursuant to Rule 144A of the right Securities Act or (viii) to exchange their NBC or any Affiliate of NBC. Notwithstanding anything herein to the contrary, nothing herein shall prohibit or restrict the Restricted Parties in any way from (i) pledging or hypothecating any shares of Common Stock Beneficially Owned by the Restricted Parties to a financial institution in a bona fide financing transaction so long as the Restricted Parties control the voting of such Common Stock prior to the occurrence of a default or (ii) entering into hedging strategies or transactions such as, for example, the purchase and sale of puts, calls, options, straddles and other hedging mechanisms with respect to such shares so long as the aggregate hedging transactions of any time outstanding with any Person and its Affiliates do not relate to an aggregate number of shares of Common Stock and Class A Ordinary Shares for cash, securities B Common Stock of the Company in excess of 5% of the outstanding shares of Common Stock at the time such transactions were entered into (or other property (the “Lock-up”an equivalent position). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise provisions of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(bSection 2.2(a), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, if any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) Restricted Party decides to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member dispose of any of the Company’s Common Stock, each Restricted Party understands and agrees that it may do so only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Representative’s officersSecurities Act. Each Restricted Party agrees to the imprinting, directorsso long as appropriate, advisors or consultants, of substantially the following legends on certificates representing any members or partners of the Sponsor or their affiliates securities referenced in the preceding sentence: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY ARE SO REGISTERED OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE COMPANY IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THAT EFFECT. IN ADDITION, SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF THE STANDSTILL AGREEMENT, DATED AS OF ______ ___, 1999, BETWEEN THE COMPANY AND CNET, INC. AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. The legend set forth above shall be removed if and funds and accounts advised when (i) the securities represented by such members certificate are disposed of pursuant to an effective registration statement under the Securities Act or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant CNET delivers to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue Company an opinion of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent counsel reasonably acceptable to the consummation of a Business Combination, Company to the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)effect that such legends are no longer necessary.

Transfer Restrictions. (a) Subject to Section 2.2(b), unless approved by a majority of the exceptions set forth hereinIndependent Directors, Investor shall not, and shall not permit any of the Investor Parties to, sell or otherwise transfer or agree to transfer (each of the foregoing, a “Transfer”), directly or indirectly, any shares of Common Stock that are held directly or indirectly by Investor or any of the other Investor Parties if, immediately after giving effect to such Transfer, the Sponsor and each Insider agree not Person that acquires such Common Stock (other than any underwriter acting in such capacity in an underwritten public offering of such shares) would, together with its Affiliates, to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion actual knowledge (“Knowledge”) of the Founder Shares held by it, him or her until the earlier of transferor Beneficially Own more than ten percent (i10%) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class then-outstanding Common Stock. A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and transferor shall be deemed to have Knowledge of any transferee’s Beneficial Ownership of Common Stock if the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all transferor has actual knowledge of the Company’s shareholders having identity of the right transferee and such Beneficial Ownership has been, at the time of the agreement to exchange their Class A Ordinary Shares for cashtransfer, securities or other property (publicly disclosed in accordance with Section 13 of the “Lock-up”)Exchange Act. (b) Subject The limitations in Section 2.2(a) shall not apply, and any Investor Party may Transfer freely: (i) to any Person (including any Affiliate of Investor) if such Person (A) has executed and delivered to the exceptions Company a Transferee Agreement (as defined below), and (B) has provided the Company with a certificate containing the representations set forth hereinon Exhibit D of the Investment Agreement (or, to the Sponsor and extent necessitated by the organizational structure of the party providing such certificate, a certificate substantially similar to such Exhibit D) as modified to allow such Transferee to own stock or other equity interests in a tenant of the Company or its Subsidiaries to the extent such ownership would not result in (i) the Company or any of its REIT Subsidiaries other than GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $1 million of “related party rent” each Insider agree year or (ii) GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $100,000 of “related party rent” each year; (ii) to one or more underwriters or initial purchasers acting in their capacity as such in a manner not intended to Transfer any Private Placement Warrants circumvent the restrictions contained in 2.2(a); (iii) in a sale in the public market, in accordance with Rule 144, including the Class A Ordinary Shares issuable upon exercise volume and manner of sale limitations set forth therein; (iv) in any Merger Transaction (other than a transaction contemplated by Section 2.2(b)(v) below) or transaction contemplated by clause (iii) of the Private Placement Warrantsdefinition of Change of Control (A) held in which (in either case) no Investor Party or Subject Person is the acquiror or part of the acquiring group or is proposed to be combined with the Company and (B) that has been approved by itthe Board and a majority of the stockholders (it being understood that this clause (iv) does not affect the agreement of the parties under Sections 1.1(e) and (f)); (v) in connection with a tender or exchange offer that (A) is not solicited by any Investor Party (unless such transaction was approved in accordance with Section 2.1(b)(ii)) or Subject Person and in which all holders of Common Stock are offered the opportunity to sell shares of Common Stock and (B) complies with applicable securities laws, he including Rule 14d-10 promulgated under the Exchange Act; and (vi) in connection with any bona fide mortgage, encumbrance, pledge or she until thirty (30) days after the completion hypothecation of capital stock to a Business Combinationfinancial institution in connection with any bona fide loan. (c) Notwithstanding the provisions set forth in paragraphs 8(aNo Transfer under Section 2.2(b)(i) shall be valid unless and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held until a Transferee Agreement has been executed by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements Transferee and delivered to the Company. For the purpose of this paragraph 8(c)), are permitted Agreement a “Transferee Agreement” executed by a Transferee means an agreement substantially in the form of this Agreement or in such other form as is reasonably satisfactory to the Company except that: (i) to the Company’s or the Representative’s officersnotwithstanding Section 1.1(c), directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement stockholder meeting or similar arrangement, in connection with an extension consent solicitation relating to (A) the election of members of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which Board, such Transferee may vote the shares or warrants were originally purchased; of Common Stock that it Beneficially Owns in favor of one director candidate in its sole and absolute discretion and regarding any other director candidates in such election must vote in proportion to Votes Cast, and (viB) pro rata distributions from any other matter, such Transferee may vote the Sponsor or the Representative to shares of Common Stock that it Beneficially Owns in its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein sole and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).absolute discretion;

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman British Virgin Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of following: (i) one year after with respect to 20% of the Founder Shares, the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all each of the Company’s shareholders having subsequent four months with respect to 20% of the right to exchange their Class A Ordinary Founder Shares for cash, securities or other property each month (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, ; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property property; or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject During the Standstill Period, Navy will not, and will cause its Subsidiaries not to, directly or indirectly, (i) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any Red Lion Common Shares or any securities convertible into, exercisable for, or exchangeable for Red Lion Common Shares, or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Red Lion Common Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Red Lion Common Shares or other securities, in cash or otherwise (collectively, “Transfer”), other than: (i) in accordance with the volume and manner of sale restrictions of Rule 144 under the Securities Act; (ii) pursuant to a resale shelf registration statement filed by Red Lion pursuant to the exceptions set forth herein, the Sponsor and each Insider agree not Registration Rights Agreement or any other registration statement filed by Red Lion with respect to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Red Lion Common Shares held by itNavy (including in an underwritten “bought deal” or a widely distributed public offering or at-the-market sales, him in each case that is not structured to circumvent the requirements of clause (iii) below); (iii) to any person or her until “group” (within the earlier meaning of (iSection 13(d)(3) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share Exchange Act) who has not filed a Schedule 13D with regard to Red Lion and is not required to file a Schedule 13D after giving effect to such Transfer (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the likea “Passive Investor”) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and if (iix) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all such Passive Investor will beneficially own less than 10% of the Company’s shareholders having the right to exchange their Class A Ordinary issued and outstanding Red Lion Common Shares for cash, securities or other property (the “LockOwnership Limit”) following such Transfer or (y) such Transfer is made after Navy has complied with the Right of First Refusal set forth in Section 6.18; (iv) to Red Lion upon its exercise of the Right of First Refusal set forth in Section 6.18; (v) to Navy or one of its wholly owned Subsidiaries; or (vi) with the approval of at least two-up”thirds of the directors of the Board of Directors of Red Lion. For the avoidance of doubt, the issuance, sale or transfer of Navy equity or debt shall not constitute a Transfer for purposes of this Agreement; provided, however, that the issuance, sale or transfer of any of the equity securities of any Subsidiary of Navy that, directly or indirectly, owns Red Lion Common Shares shall be a Transfer of Red Lion Common Shares that is subject to the restrictions on Transfer set forth in this Agreement (to the extent applicable). (b) Subject Notwithstanding anything herein to the exceptions set forth hereincontrary, until the Sponsor and each Insider agree end of the Standstill Period, Navy may not to Transfer any Private Placement Warrants Red Lion Common Shares or any securities convertible into, exercisable for, or exchangeable for Red Lion Common Shares to any Competitor without the approval of at least two-thirds of the directors of the Board of Directors of Red Lion (including the Class A Ordinary Shares issuable upon exercise Chairman of the Private Placement WarrantsBoard). “Competitor” means the persons listed in Section 6.15(b) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion Penny Disclosure Letter; provided that Red Lion and Navy shall review such list of the Founder Shares) persons from time to time and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection it shall be modified with the consummation mutual agreement of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein Navy and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)Board of Directors of Red Lion.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement WarrantsUnits) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise exchange of the Rights included in the Private Placement WarrantsUnits) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to Section 2.2(b), unless approved by a majority of the exceptions set forth hereinIndependent Directors, Investor shall not, and shall not permit any of the Investor Parties to, sell or otherwise transfer or agree to transfer (each of the foregoing, a “Transfer”), directly or indirectly, any shares of Common Stock that are held directly or indirectly by Investor or any of the other Investor Parties if, immediately after giving effect to such Transfer, the Sponsor and each Insider agree not Person that acquires such Common Stock (other than any underwriter acting in such capacity in an underwritten public offering of such shares) would, together with its Affiliates, to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion actual knowledge (“Knowledge”) of the Founder Shares held by it, him or her until the earlier of transferor Beneficially Own more than ten percent (i10%) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class then-outstanding Common Stock. A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and transferor shall be deemed to have Knowledge of any transferee’s Beneficial Ownership of Common Stock if the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all transferor has actual knowledge of the Company’s shareholders having identity of the right transferee and such Beneficial Ownership has been, at the time of the agreement to exchange their Class A Ordinary Shares for cashtransfer, securities or other property (publicly disclosed in accordance with Section 13 of the “Lock-up”)Exchange Act. (b) Subject The limitations in Section 2.2(a) shall not apply, and any Investor Party may Transfer freely: (i) to any Person (including any Affiliate of Investor) if such Person (A) has executed and delivered to the exceptions Company a Transferee Agreement (as defined below), and (B) has provided the Company with a certificate containing the representations set forth hereinon Exhibit D of the Investment Agreement (or, to the Sponsor and extent necessitated by the organizational structure of the party providing such certificate, a certificate substantially similar to such Exhibit D) as modified to allow such Transferee to own stock or other equity interests in a tenant of the Company or its Subsidiaries to the extent such ownership would not result in (i) the Company or any of its REIT Subsidiaries other than GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $1 million of “related party rent” each Insider agree year or (ii) GGP-Natick Trust or GGP Ivanhoe, Inc. recognizing more than $100,000 of “related party rent” each year; (ii) to one or more underwriters or initial purchasers acting in their capacity as such in a manner not intended to Transfer any Private Placement Warrants circumvent the restrictions contained in 2.2(a); (iii) in a sale in the public market, in accordance with Rule 144, including the Class A Ordinary Shares issuable upon exercise volume and manner of sale limitations set forth therein; (iv) in any Merger Transaction (other than a transaction contemplated by Section 2.2(b)(v) below) or transaction contemplated by clause (iii) of the Private Placement Warrantsdefinition of Change of Control (A) held in which (in either case) no Investor Party is the acquiror or part of the acquiring group or is proposed to be combined with the Company and (B) that has been approved by itthe Board and a majority of the stockholders (it being understood that this clause (iv) does not affect the agreement of the parties under Sections 1.1(e) and (f)); (v) in connection with a tender or exchange offer that (A) is not solicited by any Investor Party (unless such transaction was approved in accordance with Section 2.1(b)(ii)) and in which all holders of Common Stock are offered the opportunity to sell shares of Common Stock and (B) complies with applicable securities laws, he including Rule 14d-10 promulgated under the Exchange Act; and (vi) in connection with any bona fide mortgage, encumbrance, pledge or she until thirty (30) days after the completion hypothecation of capital stock to a Business Combinationfinancial institution in connection with any bona fide loan. (c) Notwithstanding the provisions set forth in paragraphs 8(aNo Transfer under Section 2.2(b)(i) shall be valid unless and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held until a Transferee Agreement has been executed by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements Transferee and delivered to the Company. For the purpose of this paragraph 8(c)), are permitted Agreement a “Transferee Agreement” executed by a Transferee means an agreement substantially in the form of this Agreement or in such other form as is reasonably satisfactory to the Company except that: (i) to the Company’s or the Representative’s officersnotwithstanding Section 1.1(c), directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement stockholder meeting or similar arrangement, in connection with an extension consent solicitation relating to the election of members of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which Board, such Transferee may vote the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative of Common Stock that it Beneficially Owns in favor of one director candidate in its sole and absolute discretion and regarding any other director candidates in such election must vote in proportion to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).Votes Cast;

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 30 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their respective affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and clause (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree The Stockholder shall not to Transfer any Founder Shares or during the Class A Ordinary Shares issuable upon conversion of Restricted Period without the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all prior written consent of the Company’s shareholders having ; provided, that the right foregoing shall not prohibit Transfers between the Stockholder and any of its Affiliates so long as, prior to exchange their Class any such Transfer, and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to the Company a joinder to this Agreement in the form attached hereto as Exhibit A Ordinary Shares for cash, securities or other property (the “Lock-upJoinder”). Each Stockholder Affiliate shall comply with the terms of this Agreement, and be entitled to the rights and privileges and to receive the benefits conferred under this Agreement, in each case, as if such Stockholder Affiliate were the Stockholder. (b) Subject Following the expiration of the Restricted Period, the Stockholder shall not Transfer any Shares without the prior written consent of the Company; provided, that notwithstanding the foregoing, following the expiration of the Restricted Period, the Stockholder may Transfer all or any portion of the Shares held by the Stockholder without the prior written consent of the Company pursuant to Transfers: (i) to an Affiliate; provided, that prior to any such Transfer, and as a condition to the exceptions set forth hereineffectiveness of any such Transfer, such Affiliate executes and delivers to the Sponsor Company a Joinder; (ii) pursuant to the procedures described in Article III; (iii) pursuant to Rule 144 under the Securities Act; (iv) in any distribution to the limited partners and each Insider agree the general partner (and its representative members), as applicable, of the Stockholder or Stockholder Affiliate in accordance with the terms of the organizational documents of the Stockholder or such Stockholder Affiliate; or (v) in one or more privately negotiated bona fide sales exempt from the registration requirements of the Securities Act; provided, that the Stockholder may not to Transfer any Private Placement Warrants Shares to (i) any Person or Group who is an Activist Investor or a Company Competitor (other than through a bona fide broadly distributed Public Offering in which the identity of the transferees is not reasonably ascertainable), (ii) the Third Party Stockholder or any of its Affiliates, until such time that the Third Party Stockholder holds less than five percent (5%) of the outstanding shares of Common Stock, and only to the extent that the Third Party Stockholder would not beneficially own, after giving effect to such Transfer, five percent (5%) or more of the outstanding shares of Common Stock or (iii) any Person or Group who would, to the knowledge of the Stockholder, beneficially own more than five percent (5%) of the outstanding Common Stock after giving effect to such Transfer (after a review of ownership data regarding the Common Stock as presented by Bloomberg L.P. at the fund family level, in respect of any sale that does not constitute a bona fide Public Offering). The Stockholder shall not be deemed to have breached its obligations under this Section 2.1(b) with respect to the Transfer of Shares to any Person who was thereafter determined to be an Activist Investor so long as the Stockholder acted in good faith, based on information available to the Stockholder (including the Class A Ordinary Shares issuable upon exercise applicable “SharkWatch 50” list) in light of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion circumstances of a Business Combinationsuch Transfer. (c) Notwithstanding the provisions set forth Any purported Transfer in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements violation of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates Article II shall be null and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)void ab initio.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii) and (x), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. Section 4.01 General (a) Subject Prior to the exceptions set forth hereinCompany’s completion of an initial public offering (“IPO”), and save for the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A 24,264,042 Ordinary Shares issuable upon conversion to be sold by the Founders Holdco to the Company for a purchase price of US$0.38354164 per share within twenty-four (24) months after the date hereof (“Redemption of Founder Shares”), without the prior written consent of the Kingsoft Corporation, (i) none of the Equity Securities now or hereafter owned or held by the Founders Holdco, and (ii) none of the Award Shares (as defined below) held directly or indirectly by the Founders (“Founder Award Shares”), shall be sold or otherwise disposed of, either directly or indirectly. Without prejudice and in addition to the forgoing, and save for the Redemption of Founder Shares, prior to the Company’s completion of IPO, Kingsoft Corporation and TCH shall have the right of first refusal (on a pro-rata basis as between Kingsoft Corporation and TCH if both Kingsoft Corporation and TCH desire to exercise such right of first refusal) to purchase up to one hundred percent (100%) with respect to (i) any direct or indirect transfer of Equity Securities of the Company by the Founders Holdco; and (ii) any direct or indirect transfer of the Founder Award Shares, at the same price and on the same terms and conditions as those offered to the prospective transferee in accordance with this Agreement; in the event that any of such transferred Equity Securities or the Founder Award Shares held is not purchased by itKingsoft Corporation or TCH, him TCH or her until Kingsoft Corporation (as the earlier case may be) shall have the right to purchase any or all of such remaining portion that Kingsoft Corporation or TCH (as the case may be) was entitled to but did not purchase. For avoidance of doubt, prior to the Company’s completion of IPO, unless with the prior written consent of Kingsoft Corporation, any change in the equity interest of the Founders Holdco or the holder of the Founder Award Shares (in the case that such holder is an entity), including without limitation as a result of (i) one year after the completion issuance or redemption of a Business Combination any of its respective shares or earlier ifequity, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member transfer of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the its respective shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to equity by its respective membersequity holders, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would shall not be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions)allowed.

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the shares of Class A Ordinary Shares Common Stock issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the shares of Class A Ordinary Shares Common Stock issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination; provided, however, that this restriction shall not apply to any Units purchased in the Public Offering (or their underlying securities) or any shares of Class A Common Stock or Warrants (or their underlying shares) in the secondary public market following the Public Offering. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares Common Stock issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Private Placement Warrants, the Private Placement Shares and the shares of Class A Ordinary Shares Common Stock issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Florida or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the RepresentativeSponsor, (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their shares of Class A ordinary shares Common Stock for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that it shall not Transfer (aas defined below) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any Ordinary Shares issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisionssplits, share consolidations, share capitalizationsdividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 6(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s officers or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partnersaffiliates, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family family, any estate planning vehicle or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares Founder Shares, or warrants Private Placement Warrants, as applicable, were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative Purchaser to its respective members, partners partners, or shareholders pursuant to the SponsorPurchaser’s or the Representative’s limited liability company agreement or other charter organizational documents; (vii) by virtue of the laws of the Cayman Islands Purchaser’s organizational documents upon liquidation or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Purchaser; (viii) to the Company for no value for cancellation in connection with the consummation of an initial Business Combination; (ix) in the event of the Company’s liquidation prior to consummation the completion of a Business Combination; (ixx) in the event that, subsequent to the consummation of a Business Combination, the Company completes completion of a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of its the Company’s public shareholders having the right to exchange their Class A ordinary shares Public Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; (xi) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; (xxii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viixi) above; and (xiii) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (viixiii), these permitted transferees must enter into a written agreement agreeing to be bound by these the terms of this Agreement, including the forfeiture provisions of Section 2 and the transfer restrictions herein in this Section 6. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided, further, that this Agreement Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. ​ (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing last reported sale price of the Class A Ordinary Shares equals or exceeds $US$12.00 per share (as adjusted for share sub-divisions, share consolidationsdividends, share capitalizationsright issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and or (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”).. ​ (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A underlying Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) held by it, he or she until thirty (30) days after the completion of a Business Combination.. ​ ​ (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A underlying Ordinary Shares issuable upon exercise of the Private Placement WarrantsShares) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to (A) our Sponsor’s members, (B) the Company’s directors or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any officers of the Company, our Sponsor or our Sponsor’s members, (C) any affiliates or family members of the Representativedirectors or officers of the Company, our Sponsor or our Sponsor’s officersmembers, directors, advisors or consultants, (D) any members or partners of the Sponsor our Sponsor, our Sponsor’s members, or their affiliates and funds and accounts advised by such members respective affiliates, or partners, any affiliates of the our Sponsor, our Sponsor’s members, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person person, or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) in the case of a trust by distribution to one or more permissible beneficiaries of such trust; (vi) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vivii) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or Company for no value for cancellation in connection with the Representative’s limited liability company agreement or other charter documentsconsummation of our initial Business Combination; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, (viii) in the event of the Company’s liquidation prior to consummation the completion of a its initial Business Combination; (ix) by virtue of the laws of the State of the Cayman Islands, by virtue of the Sponsor’s operating agreement or other constitutional, organizational or formational documents, as amended, upon dissolution of the Sponsor, or by virtue of the constitutional, organization or formational documents of a subsidiary of the Sponsor that holds the relevant securities, upon liquidation or dissolution of such subsidiary; or (x) in the event that, subsequent to of the consummation Company’s completion of a Business Combination, the Company completes a liquidation, merger, share exchange exchange, reorganization or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares Ordinary Shares for cash, securities or other property or (x) subsequent to a nominee or custodian our completion of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)the Company’s initial Business Combination; provided, however, that, in the case of clauses (i) through (viiv), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).. ​

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion date of the consummation of a Business Combination or earlier if, and (ii) subsequent to a Business Combination, (x) if the closing last reported sale price of the our Class A Ordinary Shares ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidationsdividends, share capitalizationsrights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and our initial business combination or (iiy) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the underlying private placement warrants, Class A Ordinary Shares, and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsprivate placement warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) in the case of the Sponsor, any Insider or any of their permitted transferees, to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultantsthe Sponsor, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such their respective affiliates, ; (ii) in the case of an individual, as a by gift to such personmembers of the individual’s immediate family or to a an estate planning vehicle or trust, the beneficiary of which is a member of such personone of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with pursuant to any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or arrangement in connection with the consummation of a Business Combination business combination at prices no greater than the price at which the shares founder shares, private placement units or warrants Class A ordinary shares, as applicable, were originally purchased; (vi) pro rata distributions from the our Sponsor or the Representative to its respective members, partners or shareholders members s pursuant to the our Sponsor’s or the Representative’s limited liability company agreement or other charter documents(“operating agreement”); (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company operating agreement upon dissolution of the Sponsor or upon dissolution of the Representative, its dissolution; and (viii) in the event of the Company’s liquidation prior to consummation our completion of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or subsequent to our completion of our initial business combination; (xix) to a nominee or custodian of a person or entity to whom a transfer Transfer would be permissible under clauses (i) through (vii)) above) or (x) in the event the holder must forfeit units if the over-allotment option is not exercised, as provided for in paragraph 6; provided, however, that, in the case of clauses (i) through (vii), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that, except for Transfers (aas defined below) Subject to the exceptions set forth hereinthird parties required pursuant to Section ‎2 above, the Sponsor and each Insider agree it shall not to Transfer (i) any Founder Shares (or the any shares of Class A Ordinary Shares common stock issuable upon conversion of the Founder Shares held by it, him or her thereof) until the earlier of (iA) one year after the completion of a the Business Combination (the “Business Combination Closing”) or earlier if, (B) subsequent to a the Business CombinationCombination Closing, (x) if the closing last sale price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share consolidations, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and Closing or (iiy) subsequent to a Business Combination, the date on which the Company consummates completes a subsequent liquidation, merger, share exchange capital stock exchange, reorganization or other similar transaction which that results in all of the Company’s shareholders stockholders having the right to exchange their shares of Class A Ordinary Shares Common Stock for cash, securities or other property (such period, the “Founder Shares Lock-upup Period”). ) or (bii) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants) held by it, he or she until thirty (30) 30 days after the completion of a Business Combination. Combination Closing (c) such period, the “Private Placement Warrants Lock-up Period” and together with the Founder Shares Lock-up Period, the “Lock-up Periods”). Notwithstanding the provisions set forth above in paragraphs 8(a) and 8(bthis Section ‎6(a), transfers Transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s officers or the Representative’s officers, directors, advisors or consultants, any affiliate affiliates or family member members of any of the Company’s officers or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such (including members or partnersof the Sponsor’s members), any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to a member of such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Placement Warrants or shares or warrants of Class A Common Stock, as applicable, were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands State of Delaware or the Sponsor’s, or the Purchaser’s limited liability company agreement organizational documents upon liquidation or dissolution of the Sponsor or upon dissolution the Purchaser, as applicable; (vii) to the Company for no value for cancellation in connection with the consummation of the Representative, Business Combination; (viii) in the event of the Company’s liquidation prior to its consummation of a the Business Combination; (ix) in the event that, subsequent to of the consummation Company’s completion of a Business Combination, the Company completes a liquidation, merger, share capital stock exchange or other similar transaction which results in all of its shareholders the Company’s stockholders having the right to exchange their Class A ordinary shares Common Sstock for cash, securities or other property subsequent to the completion of the Business Combination; or (x) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons (each of the foregoing, a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii“Permitted Transferee”); provided, however, that, that in the case of clauses (i‎(i) through (vii), ‎(vi) and ‎(x) these permitted transferees Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by these the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating to voting, the Trust Account and liquidating distributions). Notwithstanding the foregoing, (i) in the event the foregoing transfer restrictions relating to the Founder Shares or Private Placement Warrants (or the Class A Common Stock to which such securities relate) are changed as applicable to the Sponsor or any other holder of Founder Shares or Private Placement Warrants between the time this Agreement is executed and the consummation of the IPO, the foregoing transfer restrictions shall be deemed replaced and superseded by the actual transfer restrictions imposed on such securities in effect at the consummation of the IPO and (ii) in the event the Sponsor or any of its affiliates are no longer subjected to the foregoing transfer restrictions with respect to such securities at any time, then the Purchaser’s corresponding Securities shall also no longer be subjected to such restrictions to the extent the Sponsor or its affiliates are no longer subjected to such restrictions and in proportionate amount commensurate with its relative ownership of the Founder Shares and Private Placement Warrants (or any securities into which they have been converted). As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause ‎(x) or (y) (and “Transferee” shall have a corresponding meaning); provided further, that this Section ‎6(a) shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities” under this Agreement.

Transfer Restrictions. (a) Subject No Key Original Holder shall transfer any interest in any Stockholder Shares except pursuant to and in accordance with the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion provisions of the Founder Shares held by it, him or her until the earlier of (i) one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”)this Section 3.2. (b) Subject If, at any time, a Key Original Holder wishes to sell any of its Stockholder Shares to a Third Party, such sale shall be made pursuant to the exceptions set forth hereinfollowing procedures: (i) At least 20 days prior to making any Transfer of Stockholder Shares, any transferring Key Original Holder of Stockholder Shares (the Sponsor "Transferring Holder") shall deliver a written notice (the "Offer Notice") ---------------------- --------------- to the Company and each Insider agree not the Series A Holders and Series B Holders. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares to be transferred (the "Stockholder Transfer any Private Placement Warrants Shares") ----------------------------- and the proposed terms and conditions of the Transfer (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the proposed price at which the shares or warrants were originally purchased; are to be transferred). (viii) Each Series A Holder and Series B Holder shall be entitled to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Stockholder Transfer Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election (an "Election Notice") to the Transferring Holder as soon ------------------- as practical but in any event within 10 days after delivery of the Offer Notice. Any Stockholder Transfer Shares not elected to be purchased by the end of such 10-day period shall be reoffered for an additional 10-day period by the Transferring Holder on a pro rata distributions from basis to the Sponsor Series A Holders and Series B Holders who have elected to purchase their Pro Rata Share. Each Series A or Series B Holder's "Pro Rata Share" shall be based ---------------- upon such Series A Holder or Series B Holder's proportionate ownership of the Representative Underlying Shares to its respective membersthe Underlying Shares owned by all Series A Holders and Series B Holders. The Series A Holders and Series B Holders shall only have the right to purchase Stockholder Transfer Shares if they agree to purchase all of the Stockholder Transfer Shares being offered. (iii) The Transfer of any Stockholder Transfer Shares to be purchased by the Series A Holders and Series B Holders shall be consummated as soon as practical after the delivery of the final Election Notice, partners but in any event within 15 days after the delivery of the final Election Notice. In the event that the Series A Holders and Series B Holders do not elect to purchase all of the Stockholder Transfer Shares or shareholders fail to consummate the purchase within the time frames specified herein, the Transferring Holder may, within 90 days after the expiration of the last 10-day period pursuant to clause (ii) above and subject to the provisions of Section 3.4 below, transfer such remaining Stockholder Transfer Shares to one or more third parties at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Series A Holders and Series B Holders in the Offer Notice. Any Stockholder Transfer Shares not transferred within such 90-day period shall be reoffered to the Series A Holders and Series B Holders under this Section 3.2(b) prior to any subsequent Transfer pursuant to the Sponsor’s or terms of this Section. The purchase price specified in any Offer Notice shall be payable solely in cash at the Representative’s limited liability company agreement or other charter documents; (vii) by virtue closing of the laws transaction. (iv) At any closing under this Section 3.2(b), each Transferring Holder will deliver to the relevant purchaser good and valid title to the Underlying Shares being sold by each such Transferring Holder, free and clear of any lien. (v) In the event the consideration for the Stockholder Shares as disclosed in the Offer Notice is other than cash, a promissory note or a combination thereof, the price for the Stockholder Shares shall be the value of that consideration as agreed to by the Key Original Holder and the Series A Holders and Series B Holders, or, if no agreement can be reached as to the valuation of such consideration, the fair market value of such consideration as determined by two appraisers (one appointed by the Key Original Holder and one appointed by the Series A Holders and Series B Holders). In the event the two appraisers are unable to agree on a fair market value within 20 days after they are appointed and further negotiations, in the opinion of either of the Cayman Islands or appraisers, would not result in an agreement, the Sponsor’s limited liability company agreement upon dissolution fair market value of the Sponsor or upon dissolution consideration shall be the average of the Representative, (viii) in the event appraised values of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii)two appraisers; provided, however, thatthat if the appraised values of the two appraisers differ by more than ten percent (10%) of the higher of the two appraised values, in the case two respective appointed appraisers shall select a third appraiser who shall independently, within 20 days after his appointment, make a determination of clauses (i) through (viithe value of the consideration and the average of the appraised values of the three appraisers shall be the purchase price and shall be binding on the parties hereto. The Key Original Holder whose Stockholder Shares are subject to the Offer Notice and the Series A Holders and Series B Holders shall each bear the cost of their respective appraisers and shall share the cost equally of the third appraiser, if any. Notwithstanding anything herein to the contrary, if an appraisal is used to determine the value of the consideration pursuant to this Section 3.2(b), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained time periods provided for in this Agreement (including provisions relating Section 3.2(b) shall be tolled from the time of the initial appointment of the two appraisers until a final appraised value is determined pursuant to voting, the Trust Account and liquidating distributionsthis Section 3.2(b)(v).

Transfer Restrictions. (a) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (i) one year six months after the completion of a Business Combination or earlier if, subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share consolidations, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination and (ii) subsequent to a Business Combination, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsunderlying securities) held by it, he him or she her until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including the Class A Ordinary Shares issued or issuable upon the conversion of the Founder Shares) and Private Placement Warrants Units (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrantsand underlying securities) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), are permitted (i) to the Company’s or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants securities were originally purchased; (vi) pro rata distributions from the Sponsor or the Representative Representatives to its their respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s Representatives’ limited liability company agreement or other charter documents; (vii) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor or upon dissolution of the Representative, Representatives; (viii) in the event of the Company’s liquidation prior to consummation of a Business Combination; (ix) in the event that, subsequent to the consummation of a Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (x) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii); or (x) to the Company for cancellation; provided, however, that, in the case of clauses (i) through (vii) and (ix), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions herein and the other restrictions contained in this Letter Agreement (including provisions relating to voting, the Trust Account and liquidating distributions).

Transfer Restrictions. The Purchaser agrees that, except for Transfers (aas defined below) Subject to the exceptions set forth hereinthird parties required pursuant to Section 2 above, the Sponsor and each Insider agree it shall not to Transfer (i) any Founder Shares or the Class A Ordinary Shares issuable upon conversion of the Founder Shares held by it, him or her until the earlier of (iA) one year after the completion closing of a the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, capital stock exchange or earlier ifother similar transaction that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a the Business CombinationCombination Closing, the closing last reported sale price of the Class A Ordinary Shares Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisionsstock splits, share consolidations, share capitalizationsstock dividends, reorganizations, recapitalizations and the like) for any 20 twenty (20) trading days within any thirty (30-) trading day period commencing at least 150 one hundred and fifty (150) days after the Business Combination and (ii) subsequent to a Business CombinationClosing, the date on which the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (the “Lock-up”). (b) Subject to the exceptions set forth herein, the Sponsor and each Insider agree not to Transfer any Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) held by it, he or she until thirty (30) days after the completion of a Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 8(a) and 8(b), transfers of the Founder Shares (including shall be released from the Class A Ordinary Shares issued or issuable upon lockup referenced in this Section 6(a). Notwithstanding the conversion first sentence hereinabove, Transfers of the Founder Shares) and Private Placement Warrants (including the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) that are held by the Sponsor, any Insider or any of their permitted transferees, as applicable (that have complied with any applicable requirements of this paragraph 8(c)), Securities are permitted (i) to the Company’s initial stockholders, officers or the Representative’s officers, directors, advisors or consultants, any affiliate or family member of any of the Company’s or the Representative’s officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partnersits affiliates, any affiliates of the Sponsor, or any employees of the Sponsor, or any employees of such affiliates, ; (ii) in the case of an individual, as a by gift to such persona member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of such personthe individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such personthe individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation completion of a Business Combination at prices no greater than the price at which the shares Founder Shares, the Private Placement Warrants or warrants Class A common stock, as applicable, were originally purchased; (vi) pro rata distributions from by virtue of the Sponsor’s or Purchaser’s organizational documents upon liquidation or dissolution of the Sponsor or the Representative to its respective members, partners or shareholders pursuant to the Sponsor’s or the Representative’s limited liability company agreement or other charter documentsPurchaser; (vii) as distributions to limited partners or members of the Sponsor or the Purchaser; (viii) by virtue of the laws of the Cayman Islands State of Delaware or of the Sponsor’s limited liability company agreement or Purchaser’s organizational documents upon liquidation or dissolution of the Sponsor or upon dissolution the Purchaser; (ix) to the Company for no value for cancellation in connection with the completion of the Representative, Business Combination; (viiix) in the event of the Company’s liquidation prior to consummation the completion of a the Business Combination; (ixxi) to the Purchaser’s affiliates, to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons; and (xii) in the event that, subsequent to of the consummation of a Business Combination, the Company completes a Company’s liquidation, merger, share exchange stock exchange, reorganization or other similar transaction which results in all of its the Company’s public shareholders having the right to exchange their Class A ordinary shares Common Stock for cash, securities or other property or subsequent to the Company’s completion of the Business Combination (x) to each of the foregoing, a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (i) through (vii“Permitted Transferee”); provided, however, that, that in the case of clauses (i) through (vii)viii) or with the Company’s prior written consent, these permitted transferees Permitted Transferees must enter into a written agreement agreeing to be bound by these the terms and transfer restrictions herein of this Agreement. As used in this Agreement, “Transfer” shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other restrictions contained arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Agreement Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (including provisions relating to voting, the Trust Account and liquidating distributions)as defined below) with securities that do not constitute “Securities” under this Agreement.