FORM OF LEAD INVESTOR LETTER AGREEMENT
Hash Space Acquisition Corp
Tongzhou District, Beijing, China
Chardan Capital Markets, LLC
17 State Street #2100
New York, NY 10004
Re: Initial Public Offering:
This letter (Letter Agreement) is being delivered to you in connection with the Underwriting Agreement (the Underwriting Agreement) entered into by and between Hash Space Acquisition Corp, a Cayman Islands exempted company (the Company), Chardan Capital Markets, LLC, as representative (the Representative) of the several underwriters (each, an Underwriter and collectively, the Underwriters), relating to an underwritten initial public offering (the IPO) of the Companys units (the Units), each comprised of one ordinary share of the Company par value $0.0001 per share (the Ordinary Shares), and one right to receive one-tenth (1/10) of one ordinary share upon the consummation of Business Combination, subject to certain conditions. The Units shall be sold in the IPO pursuant to a registration statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the SEC). Certain capitalized terms used herein are defined in paragraph 6 hereof.
In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
1. The undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this Letter Agreement.
2. The undersigned hereby waives his, her or its right to exercise redemption rights with respect to [ ] Ordinary Shares owned or to be owned by the undersigned, directly or indirectly, and agrees that he, she or it will not seek redemption with respect to or otherwise tender or sell such shares to the Company in connection with any Business Combination or any amendment to the Companys amended and restated memorandum and articles of association prior or in connection with any Business Combination.
3. (a) The undersigned agrees that he, she or it shall not effectuate a Transfer of the Ordinary Shares until after the consummation of a Business Combination (the Lock-up).
(b) Notwithstanding the foregoing, Transfers of the Ordinary Shares are permitted to (i) the undersigneds officers, directors, members, employees and affiliates, (ii) to the undersigneds relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, or (iv) pursuant to a qualified domestic relations order, in each case where the transferee agrees to the terms of the Lock-up and that the transferees will not be entitled to redeem such shares in connection with a Business Combination, but will retain all other rights as the Companys shareholders, including, without limitation, the right to vote his, her or its Ordinary Shares and the right to receive cash dividends, if declared. If dividends are declared and payable in Ordinary Shares, such dividends will also be subject to the Lockup.
4. The undersigned hereby agrees that any certificate representing the Ordinary Shares he, she or it owns will have a restrictive legend thereon stating that such shares are subject to this Letter Agreement in substantially the form below. To the extent such shares are uncertificated, the Companys transfer agent is authorized to put similar stop transfer instructions on its records with respect to such shares.