Common use of Lock-Up Clause in Contracts

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, the Working Capital Warrants and Forward Purchase Securities, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares shares of Common Stock or any securities convertible into, or exchangeable for, Ordinary Shares shares of Common Stock in connection with an Initial a Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, and in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants, the Forward Purchase Securities, the Working Capital Warrants and the Ordinary Shares shares of Common Stock issuable upon exercise thereofof the Private Placement Warrants, the Forward Purchase Securities and the Working Capital Warrants or upon the conversion of the Founder Shares.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with or the confidential submission of a registration statement to the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsShares, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase WarrantsShares, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights AgreementCommission, in accordance with the terms of the Registration Rights Agreement and the Forward Purchase Agreement, as applicable, the resale of the Founder Shares, the Private Placement Warrants Shares and the Ordinary Shares issuable upon exercise thereofForward Purchase Shares.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company Affiliate or any person in privity with the Company or any affiliate of the CompanyCompany Affiliate), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other UnitsSecurities, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares shares of Common Stock or any securities convertible into, or exchangeable for, Ordinary Shares shares of Common Stock in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, warrants that may be issued upon conversion of working capital loans and the Ordinary Shares any shares of Common Stock issuable upon exercise thereofof any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Class A Ordinary Shares, Warrants Shares or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Class A Ordinary Shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with an Initial a Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge pledge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with or the confidential submission of a registration statement to the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Common Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Common Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement WarrantsUnits, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Common Shares or any securities convertible into, or exchangeable for, Ordinary Common Shares in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Units, the Private Placement Warrants and the Ordinary Common Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other UnitsShares, Ordinary Shares, Warrants warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1i) issue and sell the Private Placement Warrants, (2ii) issue and sell the Option Securities Shares on exercise of the option provided for in Section 2(b) hereof, (3iii) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4iv) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5v) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Shares and the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereofWarrants.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) or submission of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Forward Purchase Shares; (3) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, the Forward Purchase Shares and the Ordinary Shares shares of Common Stock issuable upon exercise thereofthereof and (5) issue securities in connection with the Company’s Initial Business Combination.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Underwritten Securities in accordance with the terms of this Agreement, (2) issue and sell the Sponsor Warrants, (23) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Founder’s Shares, the Private Placement Sponsor Warrants and the Ordinary Shares issuable upon exercise thereofWorking Capital Warrants and (5) contract to sell, and issue shares of Common Stock and other securities, in connection with the consummation of its Initial Business Combination. The Company will provide the Representatives and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(l) hereof with prior notice of any such announcement that gives rise to an extension of the restricted period. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for the Sponsor or an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two Business Days before the effective date of the release or waiver.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereofOver-allotment Option, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial a Business Combination, and (54) register with the Commission pursuant to the Registration and Shareholder Rights Agreement, in accordance with the terms of the Registration and Shareholder Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereofof the Private Placement Warrants. For the avoidance of doubt, the foregoing shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such current or future independent director transferee is subject to the terms of the Insider Letter with respect to such Founder Shares at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation as to the nature of the transfer).

Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, (x) offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other UnitsSecurities, Class A Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an the Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants Warrants, warrants that may be issued upon conversion of working capital loans and the any Class A Ordinary Shares issuable upon exercise thereofof any such Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares; provided that the foregoing restrictions shall not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to a current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the Insider Letter with respect to such Founder Shares. or executes an agreement substantially identical to the Insider Letter, as applicable to directors and officers, at the time of such transfer; and as long as, to the extent any Section 16 of the Exchange Act reporting obligation is triggered as a result of such transfer, any related Section 16 of the Exchange Act filing includes a practical explanation of the transfer) or (y) release the Sponsor or any officer or director from the 180-day lock-up contained in the Insider Letter.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other UnitsShares, Ordinary Shares, Warrants warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1i) issue and sell the Private Placement WarrantsShares, (2ii) issue and sell the Option Securities Shares on exercise of the option provided for in Section 2(b) hereof, (3iii) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4iv) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5v) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Shares and the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereofShares.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Class A Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Class A Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares shares of Class A Common Stock or any securities convertible into, or exchangeable for, Ordinary Shares shares of Class A Common Stock in connection with an Initial a Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares shares of Class A Common Stock issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and the Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Public Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, Working Capital Warrants and Time Extension Warrants, the Distributable Redeemable Warrants, and the Ordinary Shares issuable upon conversion of the Founder Shares, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial a Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the securities covered thereby, including the Founder Shares, the Private Placement Warrants, the Working Capital Warrants, the Time Extension Warrants and the Ordinary Shares issuable upon exercise or conversion thereof, and (5) issue Ordinary Shares upon conversion of Founder Shares.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesUnderwriter, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an the Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Underwritten Securities in accordance with the terms of this Agreement, (2) issue and sell the Founder Warrants, (23) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Founders’ Shares, the Private Placement Founder Warrants and the Ordinary Shares issuable upon exercise thereofWorking Capital Warrants and (5) contract to sell, and issue shares of Common Stock and other securities, in connection with the consummation of its Initial Business Combination. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(l) hereof with prior notice of any such announcement that gives rise to an extension of the restricted period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for a Sponsor or an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two Business Days before the effective date of the release or waiver.

Lock-Up. The Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) or submission of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, the Private Placement Warrants and the Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Class A Ordinary Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Class A Ordinary Shares or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities on exercise of the option provided for in Section 2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Class A Ordinary Shares or any securities convertible into, or exchangeable for, Class A Ordinary Shares in connection with an Initial Business Combination, and (54) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Shares, Shares and the Private Placement Warrants and the Class A Ordinary Shares issuable upon exercise thereof.

Lock-Up. The Company will not, without the prior written consent of the RepresentativesRepresentative, offer, sell, contract to sell, lend, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any other Units, Ordinary Sharesshares of Common Stock, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may (1) issue and sell the Private Placement Underwritten Securities in accordance with the terms of this Agreement, (2) issue and sell the Sponsor Warrants, (23) issue and sell the Option Securities on exercise of the option provided for in Section 2(b‎2(b) hereof, (3) issue and sell the Forward Purchase Shares and Forward Purchase Warrants, (4) issue Ordinary Shares or any securities convertible into, or exchangeable for, Ordinary Shares in connection with an Initial Business Combination, and (5) register with the Commission pursuant to the Registration Rights Agreement, in accordance with the terms of the Registration Rights Agreement, the resale of the Founder Founders’ Shares, the Private Placement Sponsor Warrants and the Ordinary Shares issuable upon exercise thereofWorking Capital Warrants and (5) contract to sell, and issue shares of Common Stock and other securities, in connection with the consummation of its Initial Business Combination. The Company will provide the Representative and any co-managers and each individual subject to the restricted period pursuant to the lock-up letters described in Section 6(l) hereof with prior notice of any such announcement that gives rise to an extension of the restricted period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for a Sponsor or an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three Business Days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two Business Days before the effective date of the release or waiver.