Common use of Transfer and Other Restrictions Clause in Contracts

Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby h▇▇▇▇▇ agrees not to transfer, assign or sell any such Representative’s Securities until the completion consummation of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account Trust Account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholdersshareholders.

Transfer and Other Restrictions. The Representative hereby ▇▇▇▇▇▇ agrees not to transfer, assign or sell any such Representative’s Securities Shares until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 21 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 21 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer participating in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 18 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 18 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby h▇▇▇▇▇ agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative Underwriters hereby agrees agree not to transfer, assign or sell any such Representative’s Securities Shares until the completion of the initial Business Combination. In addition, the Representative Underwriters hereby agrees agree (i) to waive their redemption rights with respect to the Representative’s Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder shareholder vote to approve an amendment to the Company’s amended and restated certificate memorandum and articles of incorporation association (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 21 months from the closing of the Offering or (B) with respect to any other provision relating to stockholdersshareholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 21 months from the closing of the Offering. The Representatives Underwriters will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares, or cause the Representative’s Shares to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer participating in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period. The Representative Underwriters further agrees agree to vote in favor of any initial Business Combination presented to the Company’s stockholdersshareholders.

Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their its redemption rights with respect to the Representative’s Shares (and, as applicable, the Additional Representative’s Shares) in connection with the completion of the initial Business Combination (ii) waive their its redemption rights with respect to the Representative’s Shares (and, as applicable, the Additional Representative’s Shares) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares Public Securities if the Company does not complete its initial business combination Business Combination within 24 months from the closing time specified in its certificate of the Offering incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares (and, as applicable, the Additional Representative’s Shares) if the Company fails to complete the initial Business Combination within 24 months from the closing time specified in its certificate of the Offeringincorporation. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s Shares (and, as applicable, the Additional Representative’s Shares), or cause the Representative’s Shares (and, as applicable, the Additional Representative’s Shares) to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares (and, as applicable, the Additional Representative’s Shares) by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRAFINRA (defined in section 2.12.2 below) following beginning on the Effective Date date of commencement of sales of the Offering to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commissiondealer. On and after the 181st day following the Effective DateThereafter, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby h▇▇▇▇▇ agrees not to transfer, assign or sell any such Representative’s Underwriter Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Underwriter Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives Underwriter will not sell, transfer, assign, pledge or hypothecate the Representative’s SharesUnderwriter Securities, or cause the Representative’s Shares Underwriter Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares Underwriter Securities by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative Underwriter or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby h▇▇▇▇▇ agrees not to transfer, assign or sell any such Representative’s Underwriter Securities until the completion of the initial Business Combination. In addition, the Representative hereby agrees (i) to waive their redemption rights with respect to the Representative’s Underwriter Shares in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination within 24 18 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares if the Company fails to complete the initial Business Combination within 24 18 months from the closing of the Offering. The Representatives Underwriter will not sell, transfer, assign, pledge or hypothecate the Representative’s SharesUnderwriter Securities, or cause the Representative’s Shares Underwriter Securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares Underwriter Securities by any person, for a period of 180 days (pursuant to Rule 5110(e)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, (ii) a bona fide officer, partner, registered person or affiliate of the Representative Underwriter or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commission. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative Representatives hereby agrees agree not to transfer, assign or sell any such Representative’s Securities (including the underlying shares of Common Stock) until 30 days after the completion of the initial Business Combination. In addition, the Representative Representatives hereby agrees agree (i) to waive their redemption rights with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination Business Combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives will not sell, transfer, assign, pledge or hypothecate the Representative’s SharesRepresentatives’ Securities (including the underlying shares of Common Stock), or cause the Representative’s Shares such securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares Representatives’ Securities (including the underlying shares of Common Stock) by any person, for a period of 180 days (pursuant to Rule 5110(e)(15110(g)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative Representatives or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Representative Representatives or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commissiondealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative Representatives further agrees agree to vote in favor of any initial Business Combination presented to the Company’s stockholders.

Transfer and Other Restrictions. The Representative hereby agrees not to transfer, assign or sell any such Representative’s Securities (including the underlying shares of Common Stock) until 30 days after the completion of the initial Business Combination. In addition, the Representative hereby agrees agree (i) to waive their redemption rights with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) in connection with the completion of the initial Business Combination (ii) waive their redemption rights with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete its initial business combination Business Combination within 24 months from the closing of the Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination Business Combination activity and (iii) to waive its rights to liquidating distributions from the trust account with respect to the Representative’s Shares Securities (including the underlying shares of Common Stock) if the Company fails to complete the initial Business Combination within 24 months from the closing of the Offering. The Representatives Representative will not sell, transfer, assign, pledge or hypothecate the Representative’s SharesSecurities (including the underlying shares of Common Stock), or cause the Representative’s Shares such securities to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Shares Securities (including the underlying shares of Common Stock) by any person, for a period of 180 days (pursuant to Rule 5110(e)(15110(g)(1) of the Conduct Rules of FINRA) following the Effective Date to anyone other than (i) the Representative or an underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer, partner, registered person officer or affiliate partner of the Representative or of any such underwriter or selected dealer or (iii) the issuer in a transaction exempt from registration with the Commissiondealer. On and after the 181st day following the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. The Representative further agrees to vote in favor of any initial Business Combination presented to the Company’s stockholders.