6. Sponsor agrees to continue to serve as the Sponsor of the Company until the earlier of the consummation by the Company of a Business Combination or its liquidation.
7. The undersigneds FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects.
8. The undersigned represents and warrants that (i) he, she, or it is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order, or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (ii) he, she, or it has never been convicted of or pleaded guilty to any crime involving any fraud, relating to any financial transaction or handling of funds of another person, or pertaining to any dealings in any securities, and he, she, or it is not currently a defendant in any such criminal proceeding; and (iii) he, she, or it has never been suspended or expelled from membership in any securities or commodities exchange or association, or had a securities or commodities license or registration denied, suspended or revoked.
9. The undersigned agrees that he, she, or it shall not Transfer (as defined below) any securities (Securities) of the Company beneficially held by him, her, or its, or by his, her, or its Affiliates, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO, until the earlier of (i) twelve months after the completion of a Business Combination or (ii) the date on which, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after a Business Combination or (y) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Companys stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the Lock-up Period). Notwithstanding the foregoing, during the Lock-up Period, Transfers of Securities are permitted to be made (a) to any persons (including their Affiliates and members) participating in the private placement of the private units (as described in the Registration Statement); (b) among the Founders and their affiliates or to the Companys executive officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon its liquidation; (d) in the case of an individual, by a bona fide gift to a member of one of the members of the individuals immediate family or to a trust, the beneficiary of which is a member of one of the individuals immediate family, for estate planning purposes; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Companys securities; (h) 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; or (i) to the Company for no value for cancellation in connection with the consummation of a Business Combination; provided, however, that in any case (other than clause (i)), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.
10. Notwithstanding the foregoing paragraph 9, each of EarlyBird, the EarlyBird Group, Northland Securities and Northland Investment agrees that during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, none of them nor any of their Affiliates, may Transfer any Securities beneficially owned by them, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO. The foregoing sentence shall not apply to the registration of the offer and sale of Units contemplated by the Underwriting Agreement and the sale of the Units to the Underwriters.
11. In the event of the liquidation of the Trust Account, Sponsor (the Indemnitor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company, or (ii) a prospective target business with which the Company has entered into an acquisition agreement; provided, however, that such indemnification of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Companys independent public accountants) or products sold to the Company or a target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of the Offering Shares, or (ii) such lesser amount per share of the Offering Shares held in the