(b) The undersigned will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (SEC) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder with respect to, any other Units, Common Stock, Warrants of the Company or any securities convertible into, or exercisable, or exchangeable for, Common Stock or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of the Underwriting Agreement.
(c) The undersigned agrees that until 30 days after the Company completes an initial Business Combination, the undersigneds Private Warrants will not be transferable (except to the permitted transferees expressly described in the Registration Statement under Principal StockholdersRestrictions on Transfers of Founder Shares and Private Placement Warrants; provided that in the case of clauses (a) through (g) thereof, such permitted transferees enter into a written agreement with the Company agreeing to be bound by the transfer restrictions and the other restrictions contained in this Agreement and by the same agreements entered into by the Companys initial stockholders with respect to such securities (including provisions relating to voting, the Trust Account and liquidation distributions described in the Registration Statement)).
7. The undersigneds FINRA Questionnaire previously furnished to the Company and the Representatives is true and accurate in all respects.
8. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days from the date of the prospectus that forms part of the Registration Statement (Prospectus) (and as further described in the Prospectus), the undersigned agrees to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Insiders will own an aggregate of 20% of the Companys issued and outstanding shares of Common Stock after the IPO (assuming the Insiders do not purchase any Units in the IPO).
9. The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Agreement.
10. The undersigned hereby waives any right to exercise redemption rights with respect to any shares of the Companys Common Stock owned or to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares are Founder Shares or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees that he/she will not seek redemption with respect to such shares in connection with any vote to approve a Business Combination or an Amendment (as defined below) (or sell such shares to the Company in a tender offer in connection with such a Business Combination or Amendment).
11. The undersigned hereby agrees to not propose, or vote in favor of, an amendment (an Amendment) to the Companys Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Companys obligation to allow redemption in connection with its initial Business Combination or an Amendment or to redeem 100% of the IPO Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to stockholders rights or pre-initial business combination activity, unless the Company provides public stockholders with the opportunity to redeem their IPO Shares upon such approval in accordance with its Amended and Restated Certificate of Incorporation.
12. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim