Common use of Terms of the Private Placement Units Clause in Contracts

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”) relating to the Public Offering. The Private Placement Units may not be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying the Private Placement Units in connection with the completion of a business combination, (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units. The undersigned acknowledges that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasion.

Terms of the Private Placement Units. Each Private Placement Unit will shall be identical to the Public Units, except as described Units to be sold by the Company in the registration statement (“Registration Statement”) relating to the Public Offering. , except that: (i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement Units; (ii) The Warrants underlying the Private Placement Units may not be sold, transferred or assigned exercised after five years from the effective date of the registration statement relating to the Public Offering (the “Registration Statement”); (iii) The Private Placement Units (and underlying securities) will not be transferable by the undersigned until 30 days after the Company consummates an initial business combination, consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying the Private Placement Units in connection with the completion of a business combination, (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended Statement and restated memorandum and articles of association and (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described set forth in the Registration Statement. At or prior to warrant agreement governing the time of Warrants); (iv) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares underlying securities; (v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination; (vi) The Private Placement Units (and Rights the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and (vii) The Warrants underlying the Private Placement Units. The undersigned acknowledges Units shall be terminated upon the dissolution of the Company or in the event that the Securities (as defined below) acquired or to be acquired hereby by Company does not consummate an initial Business Combination within the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described time period set forth in the Registration Statement Company’s amended and restated memorandum and articles of association, as the related prospectus, are subject same may be amended from time to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasiontime.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”i) relating to the Public Offering. The Private Placement Units may not are substantially identical to the units to be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described offered in the Registration Statement. The Purchaser hereby Public Offering except that (ia) waives its redemption rights with respect to the Shares underlying the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the completion of a business combination, Public Offering (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and “Warrant Agreement”). (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units Units, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Units. The undersigned acknowledges that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement Warrants and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasionPrivate Placement Units.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”i) relating to the Public Offering. The Private Placement Units may not to be sold, transferred or assigned until purchased thereby hereunder are substantially identical to the Company consummates an initial business combination, subject units to exceptions described be offered in the Registration Statement. The Purchaser hereby Public Offering except that (ia) waives its redemption rights with respect to the Shares underlying the Private Placement Units (including the underlying Shares) will not, except in limited circumstances, be transferable or salable until the earlier to occur of one (1) year after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by a Purchaser or its permitted transferees and the date following completion of the Company’s initial business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired; provided that, the Shares, Warrants, and Shares issued under the Warrants comprising the Private Placement Units are not subject to the restrictions set forth in this Section 1(c). (ii) Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company as warrant agent, in connection with the completion of a business combination, Public Offering (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and “Warrant Agreement”). (iii) waives its rights to liquidating distributions from On the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of the IPO Closing Date, the Company and the each Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the each Purchaser relating to the Private Placement Units Units, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Units. The undersigned acknowledges that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement Warrants and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasionPrivate Placement Units.

Terms of the Private Placement Units. Each (i) The Private Placement Unit will be Units are substantially identical to the Public UnitsUnits to be offered in the Public Offering except that (a) the Private Placement Units and the securities included therein will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the applicable Purchaser or its permitted transferees and (b) the Private Placement Units and the securities included therein are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) In addition to the restrictions on transfer described in (i), the Purchasers acknowledge and agree that the Private Placement Units and their component parts and the related registration statement rights will be deemed compensation by the Financial Industry Regulatory Authority (“Registration StatementFINRA”) relating and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the commencement of sales in the Public Offering, subject to FINRA Rule 5110(e)(2). The Additionally, the Private Placement Units and their component parts and the related registration rights may not be sold, transferred transferred, assigned, pledged or assigned until hypothecated during the Company consummates an initial business combination, subject foregoing 180 day period except to exceptions described any underwriter or selected dealer participating in the Registration StatementPublic Offering and the officers or partners, registered persons or affiliates of the Purchasers and any such participating underwriter or selected dealer. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying Additionally, the Private Placement Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in connection with the completion economic disposition of such securities by any person for a business combination, (ii) waives its redemption rights with respect to its Shares underlying period of 180 days immediately following the Private Placement Units commencement of sales in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and Public Offering. (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of On the IPO Closing Date, the Company and the Purchaser Purchasers shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser Purchasers relating to the Private Placement Units and the Shares and Rights underlying Units, the Private Placement Units. The undersigned acknowledges that Shares, the Securities (as defined below) acquired or to be acquired hereby by Private Placement Warrants and the undersigned as an affiliate Private Warrant Shares issuable upon exercise of the underwriters of Private Placement Warrants. (iv) Notwithstanding anything herein to the Public Offeringcontrary, including the undersigned’s related persons, associated persons Purchasers agree to (i) waive their redemption rights with respect to any Private Placement Shares included in any Private Placement Units and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), public shares they hold in connection with the Public Offering completion of the initial Business Combination, (ii) to waive their redemption rights with respect to any Private Placement Shares included in any Private Placement Units and as described public shares in connection with the Registration Statement implementation by the directors of, and following a shareholder vote to approve, an amendment to the related prospectus, are subject Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to lock-up provide holders of its Class A ordinary shares the right to have their shares redeemed in compliance connection with FINRA Rule 5110(e)(1) for a period the initial Business Combination or to redeem 100% of 180 days the Company’s public shares if it does not complete the initial Business Combination within 24 months from the commencement IPO Closing Date (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of sales association) or (B) with respect to any other material provisions relating to (x) the rights of holders of the Public Offering Company’s Class A ordinary shares or (y) pre-initial Business Combination activity, and can only (iii) waive their rights to liquidating distributions from the trust account with respect to any Private Placement Shares included in any Private Placement Units they hold if the Company fails to consummate an initial Business Combination within 24 months from the IPO Closing Date (as may be transferred or sold pursuant extended by shareholder approval to amend the exceptions in FINRA Rule 5110(e)(2)(BCompany’s amended and restated memorandum and articles of association) (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within 24 months from the IPO Closing Date (as may be extended by shareholder approval to amend the Company’s amended and restated memorandum and articles of association)). Notwithstanding In addition, the provisions Purchasers agree to vote any Private Placement Shares included in any Private Placement Units held by them in favor of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasioninitial Business Combination.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”) relating to the Public Offering. The Private Placement Units may not be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares The Rights underlying the Private Placement Units (the “Private Rights”) shall have the terms set forth in a Rights Agreement to be entered into by the Company and Continental Stock Transfer & Trust Company, as rights agent, in connection with the completion of Public Offering (a business combination, “Rights Agreement”). (ii) waives its redemption rights with respect to its Shares underlying At the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time periodof, all as more fully described in the Registration Statement. At or prior to to, the time closing of the IPO Closing DatePublic Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units. Units (the “Private Shares”) and the Shares underlying the Private Rights. (iii) The undersigned Purchaser acknowledges and agrees that the Securities Private Placement Units (as defined belowincluding its underlying securities) acquired or and the related registration rights to be acquired hereby the extent they are indirectly held by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering will be deemed compensation by the Financial Industry Regulation Authority (“FINRA”) and as described in will therefore, pursuant to Rule 5110(e) of the Registration Statement and the related prospectusFINRA Manual, are be subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from immediately following the date of effectiveness or commencement of sales of in the Public Offering, subject to FINRA Rule 5110(e)(2). Additionally, the Private Placement Units (including its underlying securities) and the related registration rights indirectly held by underwriters in the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand be sold, transferred, assigned, pledged or “piggyback” registration rights after five and seven years, respectively, after hypothecated during the foregoing 180-day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the underwriters in the Public Offering and any such participating underwriter or selected dealer. Additionally, the Private Placement Units (including its underlying securities) and the related registration rights indirectly held by underwriters in the Public Offering will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the Public Offering. Additionally, the underwriters in the Public Offering may not exercise demand or piggyback rights with respect to the Private Placement Units (including its underlying securities ) after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise its demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.

Terms of the Private Placement Units. Each (i) The Private Placement Unit Units shall be subject to a letter agreement, dated as of the date hereof, by and among the Purchaser, the Company and certain of the Company’s directors (a “Letter Agreement”). (ii) The Private Placement Units and underlying Private Placement Warrants will be identical to the Public Units, except as described units and warrants to be sold by the Company in the registration statement (“Registration Statement”) relating to the Public Offering. The , except that: (a) the Purchaser agrees not to seek conversion, or seek to sell in any tender offer, in connection with any amendment to the Company’s charter documents or any proposed business combination contemplated by the Company (the “Business Combination”) any Shares underlying the Private Placement Warrants and the Private Placement Units; (b) the Private Placement Units may not be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to and the Shares underlying the Private Placement Warrants and the Private Placement Units in connection with will not be transferable by the completion undersigned until the consummation of a business combination, Business Combination (iisubject to certain exceptions as described in the Registration Statement and set forth in the Warrant Agreement (as defined below)); (c) waives its redemption rights with respect to its the Private Placement Units and the Shares underlying the Private Placement Warrants and the Private Placement Units in connection with certain amendments made will be subject to customary registration rights, pursuant to the Company’s amended and restated memorandum and articles of association and Registration Rights Agreement (iiias defined below); (d) waives its rights to liquidating distributions from the trust account established Purchaser will not participate in connection with the IPO any liquidation distribution with respect to its the Private Placement Units or the Shares underlying the Private Placement Warrants and the Private Placement Units if the Company fails to consummate a business combination within Business Combination; and (e) the required time periodPrivate Placement Units and the Shares underlying the Private Placement Warrants and the Private Placement Units will include such other terms as set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, all as more fully described in connection with the Registration Statement. Public Offering (the “Warrant Agreement”). (iii) At or prior to the time of the IPO Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units Units, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Units. The undersigned acknowledges that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement Warrants and the related prospectus, are subject Private Placement Units. (iv) The Purchaser acknowledges and agrees that it will execute agreements in form and substance typical for the transactions of this nature necessary to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from effectuate the commencement of sales foregoing agreements and obligations prior to the consummation of the Public Offering and can only be transferred or sold pursuant as are reasonably acceptable to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the undersigned, including but not limited to a Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasion.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”i) relating to the Public Offering. The Private Placement Units may not are substantially identical to the units to be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described offered in the Registration Statement. The Purchaser hereby Public Offering except that (ia) waives its redemption rights with respect to the Shares underlying the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the completion of a business combination, Public Offering (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and “Warrant Agreement”). (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units Units, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Warrants and the Private Placement Units. The undersigned acknowledges that . (iv) If the Securities (as defined below) acquired or to be acquired hereby by Company does not consummate the undersigned as an affiliate of the underwriters Business Combination within 24 months of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined proceeds from the sale of the Private Placement Units placed into the Trust Account shall be used to redeem the Shares sold in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in (subject to the Registration Statement requirements of applicable law) and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from Private Placement Units (including the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the underlying Shares and Rights underlying such Units and the Shares underlying such Rights Private Placement Warrants) shall be subject deemed to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasionhave expired.

Terms of the Private Placement Units. Each Private Placement Unit will shall be identical to the Units to be sold by the Company in the Public UnitsOffering, except that: (i) The undersigned agrees not to seek conversion or seek to sell in any tender offer, in connection with any proposed Business Combination any Class A ordinary shares included in the Private Placement Units; (ii) The Warrants underlying the Private Placement Units (a) will not be redeemable by the Company, (b) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering (the “Registration Statement”), and (c) relating to may not be exercised after five years from the Public Offering. effective date of the Registration Statement so long as the Private Placement Warrants included in the Private Placement Units are held by the undersigned or its designees or affiliates; (iii) The Private Placement Units may (and underlying securities) will not be sold, transferred or assigned transferable by the undersigned until 30 days after the Company consummates an initial business combination, consummation of a Business Combination (subject to certain exceptions as described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying the Private Placement Units in connection with the completion of a business combination, (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended Statement and restated memorandum and articles of association and (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described set forth in the Registration Statement. At or prior to warrant agreement governing the time of Warrants); (iv) On the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares underlying securities; (v) The undersigned will not participate in any liquidation distribution with respect to the Private Placement Units or the underlying securities if the Company fails to consummate a Business Combination; (vi) The Private Placement Units (and Rights the underlying securities) will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in order to consummate the Public Offering, which terms or restrictions will be described in the Registration Statement; and (vii) The Warrants underlying the Private Placement Units. The undersigned acknowledges Units shall be terminated upon the dissolution of the Company or in the event that the Securities (as defined below) acquired or to be acquired hereby by Company does not consummate an initial Business Combination within the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described time period set forth in the Registration Statement Company’s memorandum and articles of association, as the related prospectus, are subject same may be amended from time to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasiontime.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”i) relating to the Public Offering. The Private Placement Units may not are substantially identical to the units to be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described offered in the Registration Statement. The Purchaser hereby Public Offering except that (ia) waives its redemption rights with respect to the Shares underlying the Private Placement Units (including the underlying Shares, Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable, assignable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Units are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) Each Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the completion of a business combination, Public Offering (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and “Warrant Agreement”). (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of On the IPO Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units Units, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Warrants and the Private Placement Units. The undersigned acknowledges that . (iv) If the Securities (as defined below) acquired or to be acquired hereby by Company does not consummate the undersigned as an affiliate of the underwriters Business Combination within 18 months of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined proceeds from the sale of the Private Placement Units placed into the Trust Account shall be used to redeem the Shares sold in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in (subject to the Registration Statement requirements of applicable law) and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from Private Placement Units (including the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the underlying Shares and Rights underlying such Units and the Shares underlying such Rights Private Placement Warrants) shall be subject deemed to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasionhave expired.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”i) relating to the Public Offering. The Private Placement Units may not are substantially identical to the units to be soldoffered in the Public Offering except that (a) the Private Placement Units (including the underlying Shares, transferred Private Placement Warrants and the Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or assigned salable until 30 days after the Company consummates an completion of the Company’s initial business combinationcombination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, subject and (b) the Private Placement Units are being purchased pursuant to exceptions an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Statement. Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired. (ii) The Purchaser hereby (i) waives its redemption rights with respect to the Shares Private Placement Warrants underlying the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the completion of Public Offering (a business combination, (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and “Warrant Agreement”). (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the underlying Shares and Rights Private Placement Warrants (including the Shares underlying the Private Placement Units. The undersigned acknowledges that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121Warrants), in connection with the Public Offering and as described in the Registration Statement and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the Public Offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions of the Registration Rights Agreement, the Units purchased hereunder, and the Shares and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Public Offering and may not exercise its demand rights on more than one occasion.

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”) relating to the Public Offering. The Private Placement Units may not be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying The Warrants included in the Private Placement Units shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the completion of Public Offering (a business combination, “Warrant Agreement”). (ii) waives its redemption rights with respect to its Shares underlying the Private Placement Units in connection with certain amendments made to the Company’s amended and restated memorandum and articles of association and (iii) waives its rights to liquidating distributions from the trust account established in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate a business combination within the required time period, all as more fully described in the Registration Statement. At or prior to the time of the IPO Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights securities underlying the Private Placement Units. The undersigned . (iii) Each of the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto further acknowledges and agrees that the Securities (as defined below) acquired or to be acquired hereby by the undersigned as an affiliate of the underwriters of the Public Offering, including the undersigned’s related persons, associated persons Private Placement Units and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement their component parts and the related prospectusregistration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, are pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from immediately following the date of effectiveness or commencement of sales of in the Public Offering and can only be transferred or sold pursuant IPO, subject to the exceptions in FINRA Rule 5110(e)(2)(B5110(e)(2). Notwithstanding the provisions of the Registration Rights AgreementAdditionally, the Private Placement Units purchased hereunder, and their component parts and the Shares related registration rights held by the Purchasers listed under the caption “Underwriters and Rights underlying such Units and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8). The undersigned Related Persons” on Exhibit A attached hereto may not exercise their demand be sold, transferred, assigned, pledged or “piggyback” registration rights after five and seven years, respectively, after hypothecated during the foregoing 180 day period following the effective date of the Public Offering Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the applicable Purchaser and any such participating underwriter or selected dealer. Additionally, the Private Placement Units and their component parts and the related registration rights held by the Purchasers listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. Additionally, each Purchaser listed under the caption “Underwriters and Related Persons” on Exhibit A attached hereto may not exercise demand or piggyback rights with respect to the Private Placement Units and their components parts after five (5) and seven (7) years, respectively, from the effective date of the Registration Statement and may not exercise its demand rights on more than one occasion, all in accordance with FINRA Rule 5110.05.

Terms of the Private Placement Units. (i) Each Private Placement Unit will be identical to the Public Units, except as described in the registration statement (“Registration Statement”) relating to the Public Offering. The shall consist of one Private Placement Units may not be sold, transferred or assigned until the Company consummates an initial business combination, subject to exceptions described in the Registration Statement. The Purchaser hereby (i) waives its redemption rights with respect to the Shares underlying the Share and one-fourth of a Private Placement Units in connection with the completion of a business combination, (ii) waives its redemption rights with respect to its Shares underlying the Warrant. Each Private Placement Units in connection with certain amendments made to Share shall be governed by the terms of the Company’s amended and restated memorandum and articles of association (the “Articles”). Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and (iii) waives its rights to liquidating distributions from the trust account established Continental, in connection with the IPO with respect to its Shares underlying the Private Placement Units if the Company fails to consummate Public Offering (a business combination within the required time period“Warrant Agreement”), all as more fully described in the Registration Statement. At or prior and shall be subject to the time terms of a letter agreement to be entered into by the IPO Closing DateCompany, the Purchaser and the other parties thereto, in connection with the Public Offering. (ii) On or about the date hereof, the Company and the Purchaser shall enter into a registration an investor rights agreement (the “Registration Investor Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units Shares, the Private Placement Warrants and the Shares and Rights underlying the Private Placement Units. The undersigned acknowledges that Warrants. (iii) In connection with the Securities (as defined below) acquired purchased pursuant to this Agreement, Purchaser hereby waives any and all right, title, interest or claim of any kind in or to be acquired hereby by the undersigned as an affiliate any distributions of the underwriters of amounts in the Public OfferingTrust Account with respect to the Securities, including the undersigned’s related persons, associated persons and affiliates whether (as those terms are defined in FINRA Rules 5110 and 5121), i) in connection with the Public Offering and as described exercise of redemption rights if the Company consummates its initial business combination (the “Business Combination”), (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of Shares sold in the Registration Statement and Company’s IPO upon the related prospectus, are subject Company’s failure to lock-up timely complete its initial Business Combination or (iv) in compliance connection with FINRA Rule 5110(e)(1a stockholder vote to approve an amendment to the Company’s Articles to (A) for a period of 180 days from to modify the commencement of sales substance or timing of the Public Offering and can only be transferred or sold pursuant Company’s obligation to the exceptions in FINRA Rule 5110(e)(2)(B). Notwithstanding the provisions redeem 100% of the Registration Rights AgreementCompany’s public shares if the Company does not timely complete its initial Business Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In the event a Purchaser purchases additional Shares in the IPO or in the aftermarket, any additional Shares so purchased shall be eligible to receive the redemption value of such shares of Shares upon the same terms offered to all other purchasers of Shares in the IPO in the event the Company fails to consummate the Business Combination. (iv) The Purchaser hereby agrees not to transfer, assign or sell any of the Private Placement Units, including the Private Placement Shares, the Units purchased hereunder, and the Shares and Rights underlying such Units Private Placement Warrants and the Shares underlying such Rights shall be subject to compliance with FINRA Rule 5110(g)(8the Private Placement Warrants (collectively, the “Securities”), until 30 days after the Company’s completion of its initial Business Combination transaction. The undersigned may foregoing transfer restrictions shall not exercise apply to transfers by the Purchaser or by the recipient of any below-described transfer (such recipient, a “Permitted Transferee”): (a) to the Company’s officers or directors, ▇▇▇▇▇ Advertising Company’s (“▇▇▇▇▇”) officers or directors, their demand respective family members and entities formed by such persons for investment or “piggyback” registration rights after five estate planning purposes which are controlled by such persons or formed for their benefit or for charitable purposes; (b) to ▇▇▇▇▇ or any entity in which ▇▇▇▇▇ or the officers and seven yearsdirectors of ▇▇▇▇▇ hold, respectivelyin the aggregate, after the effective date securities representing no less than 25% of the Public Offering outstanding voting power of such entity (so long as no other holder or group holds a higher percentage of the voting power of such entity), and may not exercise the subsidiaries of ▇▇▇▇▇ or such entities; (c) to any corporation or other entity which, as a result of any spinoff, splitoff or other distribution transaction, becomes the beneficial owner of the Securities; (d) 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 securities were originally purchased; (e) by virtue of the Purchaser’s organizational documents upon liquidation or dissolution of the Purchaser; (f) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (g) in the event of the Company’s liquidation prior to the completion of its demand rights on more than one occasioninitial Business Combination; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (d), these Permitted Transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement. In addition, the Purchaser or its Permitted Transferees will be permitted to pledge or grant a security interest in such securities to secure bona fide indebtedness or engage in hedging transactions; provided, that the holder thereof retains voting control over such securities prior to delivery of shares upon foreclosure or upon satisfaction of the hedge.