7. Certificates or book entries representing the Sponsor Earnout Shares shall bear a legend referencing that they are subject to forfeiture pursuant to the provisions of this Letter Agreement, and any transfer agent for the Common Stock will be given appropriate stop transfer orders with respect to the Sponsor Earnout Shares until the occurrence of Triggering Event I, with respect to one third of the Sponsor Earnout Shares, Triggering Event II, with respect to an additional third of the Sponsor Earnout Shares, and Triggering Event III, with respect to the final third of the Sponsor Earnout Shares (subject to the ability of the Sponsor to Transfer any Sponsor Earnout Shares in accordance with the terms of paragraphs 4 and/or 6); provided, however, that upon the occurrence of Triggering Event I, Triggering Event II or Triggering Event III, as applicable, LOKB shall immediately cause the removal of such legend and direct such transfer agent that such stop transfer orders are no longer applicable.
8. As used herein, Transfer shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
9. Notwithstanding anything in this Letter Agreement to the contrary, the provisions set forth in paragraphs 3 through 8 shall not be effective unless and until (and are expressly conditioned on the occurrence of) the Closing. Effective as of and conditioned on the occurrence of the Closing, the Prior Letter Agreement shall be supplemented (and, to the extent of any inconsistent terms, amended) by the terms of paragraphs 3 through 8 of this Letter Agreement; provided, however, that for the avoidance of doubt the restrictions on Transfer set forth in paragraph 5 will entirely amend and replace the restrictions on Transfer set forth in paragraph 7 of the Prior Letter Agreement with respect to the Sponsor Non-Earnout Shares.
10. This Letter Agreement, together with the Prior Letter Agreement, constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby; provided that the Prior Letter Agreement shall remain in full force and effect as amended, as of and after the Closing, hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto and the Company.
11. Subject, as of and after the Closing, to paragraph 6 of this Letter Agreement, no party hereto may assign, directly or indirectly, including, through any merger, acquisition, sale of all or substantially all shares/assets or by operation of Law, either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.
12. Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.