Common use of Additional Agreements and Acknowledgements of the Purchaser Clause in Contracts

Additional Agreements and Acknowledgements of the Purchaser. (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) (i) any Class B Shares until the earlier of (A) six months after the closing of 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 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 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 Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least sixty (60) days after the Business Combination Closing, the Class B Shares shall be released from the lockup referenced in this Section 4(a). Notwithstanding the first sentence hereinabove, transfers of the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of the Company’s officers or directors, any affiliate or member of the sponsor or other initial stockholders of the Company, or any of such affiliate’s or member’s affiliates, officers, directors and director or indirect equityholders, or any affiliate of the Purchaser; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or 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 the 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) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the applicable Securities were originally purchased; (vii) in the event of the Company’s liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; (viii) by virtue of the laws of Delaware or the Purchaser’s limited liability company agreement upon dissolution of the Purchaser; (ix) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viii) above; and (x) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); 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 the terms of this Agreement, whereupon such Permitted Transferee will be treated as a Purchaser for all purposes of this Agreement, with the same rights, benefits and obligations of the Purchaser hereunder, including the provisions of Section 2 and these transfer 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 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). For the avoidance of doubt, the restrictions contained in this Section 4(a) shall apply only to Transfers by the Purchaser of Securities acquired by the Purchaser pursuant to this Agreement, and nothing contained in this Section 4(a) shall prohibit the Purchaser from Transferring any securities of the Company acquired in the open market, privately negotiated transactions, or otherwise not pursuant to this Agreement.

Additional Agreements and Acknowledgements of the Purchaser. (a) Transfer Restrictions The Purchaser agrees that it shall not Transfer (as defined below) (i) any Class B Shares until the earlier of (A) six months after the closing of 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 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 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 Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least sixty (60) days after the Business Combination Closing, the Class B Shares shall be released from the lockup referenced in this Section 4(a). Notwithstanding the first sentence hereinabove, transfers of the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of the Company’s officers or directors, any affiliate or member of the sponsor or other initial stockholders of the Company, or any of such affiliate’s or member’s affiliates, officers, directors and director or indirect equityholders, or any affiliate of the Purchaser; (ii) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or 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 the 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) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the applicable Securities were originally purchased; (vii) in the event of the Company’s liquidation, bankruptcy or dissolution prior to the completion of a Business Combination; (viii) by virtue of the laws of Delaware or the Purchaser’s limited liability company agreement upon dissolution of the Purchaser; (ix) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (viii) above; and (x) pursuant to the provisions of Section 2 of this Agreement (each of the foregoing, a “Permitted Transferee”); 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 the terms of this Agreement, whereupon such Permitted Transferee will be treated as a Purchaser for all purposes of this Agreement, with the same rights, benefits and obligations of the Purchaser hereunder, including the provisions of Section 2 and these transfer 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 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). For the avoidance of doubt, the restrictions contained in this Section 4(a) shall apply only to Transfers by the Purchaser of Securities acquired by the Purchaser pursuant to this Agreement, and nothing contained in this Section 4(a) shall prohibit the Purchaser from Transferring any securities of the Company acquired in the open market, privately negotiated transactions, or otherwise not pursuant to this Agreement.