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 Securities Exchange Act, and the rules and regulations of the Commission 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), and (viii) Charter shall mean the Companys Amended and Restated Memorandum and Articles of Association, as the same may be further amended, supplemented or otherwise modified from time to time.
2. Representations and Warranties.
(a) The Sponsor and each Insider, with respect to itself, herself or himself, as applicable, represent and warrant to the Company that it, she or he has the full right and power, without violating any agreement to which it, she or he is a party or by which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer of the Company and/or a director on the Companys board of directors (the Board), and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.
(b) Each Insider represents and warrants, with respect to itself, herself or himself, as applicable, that (i) such Insiders biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insiders background, (ii) such Insiders questionnaire furnished to the Company is true and accurate in all material respects, (iii) such Insider 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, (iv) such Insider has never been convicted of, or pleaded guilty to, any crime (x) involving fraud, (y) relating to any financial transaction or handling of funds of another person or (z) pertaining to any dealings in any securities and is not currently a defendant in any such criminal proceeding and (v) such Insider 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.
3. Vesting of 50% of Sponsors Shares. The Sponsor agrees that upon and subject to the completion of the Business Combination (the Business Combination Closing), 50% of the Founder Shares then held by the Sponsor shall be considered to be newly unvested shares, one-half of which (or 25% of the Founder Shares then held by the Sponsor) shall vest only if the First Share Price Level (as defined below) is achieved on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination Closing; and one-half of which (or 25% of the Founder Shares then held by the Sponsor) shall vest only if the Second Share Price Level is achieved on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination Closing.
(a) Transfer of Unvested Founder Shares. The Sponsor agrees that it shall not Transfer any unvested Founder Shares prior to the date such Founder Shares become vested, except to the extent permitted by Section 7(c).
(b) Forfeiture of Unvested Founder Shares. Founder Shares, if any, that remain unvested at the fifth anniversary of the Business Combination Closing will be forfeited, and shall be transferred by the Sponsor to the Company without any consideration for such transfer. For the avoidance of doubt, the Founder Shares owned by the individual Insiders other than the Sponsor shall not be subject to vesting or forfeiture.
(c) Share Price Level. For purposes of this Section 3, the First Share Price Level will be considered achieved only if the closing price of the Ordinary Shares on the New York Stock Exchange (or other exchange or other market where the Ordinary Shares are then traded) equals or exceeds $15.00 for any 20 trading days within a 30 trading day period on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination Closing; and the Second Share Price Level will be considered achieved only if the closing price of the Ordinary Shares on the New York Stock Exchange (or other exchange or other market where the Ordinary Shares are then traded) equals or exceeds $20.00 for any 20 trading days within a 30 trading day period on or after the first anniversary of the Business Combination Closing but before the fifth anniversary of the Business Combination Closing. The First Share Price Level and Second Share Price Level will be equitably adjusted on account of any share split, reverse share split or similar equity restructuring transaction.
(d) Sale. Notwithstanding the foregoing, in the event the Company enters into a binding agreement on or before the fifth anniversary of the Business Combination Closing with respect to a Sale (as defined below), all unvested Founder Shares shall vest on the day prior to the closing of such Sale. Sale shall mean the occurrence of any of the following events (which, for the avoidance of doubt, shall not include the Business Combination): (a) any person or any group of persons acting together which would constitute a group for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Companys then outstanding voting securities, (b) there is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the board of directors of the Company immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the person resulting from such merger or consolidation or, if the surviving company is a subsidiary, the ultimate parent thereof, or (c) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, other than such sale or other disposition by the Company of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. For avoidance of doubt, following a transaction or business combination that is not a Sale hereunder, the equitable adjustment provisions of Section 8, shall apply, including, without limitation, to the performance vesting criteria set forth in this Section 3.
4. Forfeiture of Sponsors Shares Upon Partial or No Exercise of the Over-allotment Option in the IPO. The Company and the Sponsor agree that Section 3.1 of the Securities Subscription Agreement, dated February 5, 2021, between the Company and the Sponsor, shall be amended to read as follows: In the event the Overallotment Option granted to the representative of the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it shall forfeit any and all rights to such number of Shares (up to an aggregate of 1,000,000 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the Subscriber (and all other initial shareholders) will own an aggregate number of Shares (not including Shares issuable upon exercise of any warrants or any Ordinary Shares purchased by Subscriber in the IPO or in the aftermarket) equal to 25% of the issued and outstanding Ordinary Shares immediately following the IPO.
5. Business Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself, herself or himself, as applicable, agrees that, if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.
6. Failure to Consummate a Business Combination; Trust Account Waiver.