Contract analysis

1. Transfer Restrictions on Founder Shares, Private Placement Warrants, and Underlying Securities. (a) Lock-Up Period — Founder Shares. Each Insider and the Sponsor hereby agrees that, with respect to any Founder Shares (shares of Class B common stock) held by such Insider or the Sponsor, as applicable, such Insider or the Sponsor shall not Transfer (as defined in Section 1(c) below) any such Founder Shares during th

2. Voting Obligations. (a) Voting of Founder Shares and Other Shares in Favor of Business Combination. Each Insider and the Sponsor hereby agree that, during the term of this Letter Agreement, such Insider or the Sponsor, as applicable, shall vote any Founder Shares held by such Insider or the Sponsor, and any shares of Class A common stock acquired by such Insider or the Sponsor during or after the IPO (including, w

3. Waiver of Redemption Rights. (a) Waiver with Respect to Founder Shares. Each Insider and the Sponsor hereby agree to waive their redemption rights with respect to all Founder Shares (shares of Class B common stock) held by them in connection with the consummation of the initial Business Combination. The Insiders and the Sponsor further agree that they will not seek redemption with respect to any Founder Shares in

4. Waiver of Liquidation Distribution Rights. (a) Waiver of Liquidating Distributions from Trust Account. Each Insider and the Sponsor hereby agree to waive their rights to liquidating distributions from the Trust Account held at Atlantic Seaboard Trust Company, N.A. with respect to any Founder Shares (shares of Class B common stock) held by them if the Company fails to complete an initial Business Combination within

5. Business Combination Deadline and Liquidation Obligations. (a) Business Combination Deadline. The Company shall have eighteen (18) months from the closing of the IPO (which closing is expected to occur on January 24, 2022) — that is, until August 4, 2023 — to consummate an initial Business Combination. The deadline for consummation of an initial Business Combination may be extended to twenty-four (24) months from

6. Forfeiture of Founder Shares. (a) Forfeiture in Connection with Over-Allotment. The Sponsor hereby acknowledges and agrees that up to 487,500 Founder Shares are subject to forfeiture to the extent that the over-allotment option granted to the underwriters pursuant to the Underwriting Agreement is not exercised in full, so that the Founder Shares will represent approximately 20% of the Company's total issued and ou

7. Representations and Warranties of Each Insider and the Sponsor. Each Insider and the Sponsor hereby represents and warrants, severally and not jointly, to the Company and to the underwriters, as of the date hereof, as follows: (a) Authority and Binding Effect. Such Insider or the Sponsor, as applicable, has full power, authority, and legal capacity to execute, deliver, and perform its obligations under this Letter

8. Indemnification; Contribution. (a) Trust Account Indemnification by Sponsor. The Sponsor hereby agrees that if any third party (including, without limitation, any vendor, service provider, prospective target business, or other entity or person that has entered into a written letter of intent, confidentiality or other agreement, or business relationship with the Company) brings any claim, suit, action, or proceedin

9. Insider Confidentiality Obligations. Each Insider hereby agrees that, during the term of this Letter Agreement and thereafter, such Insider shall maintain the confidentiality of, and shall not disclose to any third party, any and all non-public information concerning potential business combination targets, negotiations with respect to potential business combinations, financial projections and analyses of potential

10. No Short Sales or Hedging. During the Lock-Up Periods specified in Section 1 of this Letter Agreement, no Insider and the Sponsor shall engage in any Short Sales (as such term is defined in Regulation SHO promulgated under the Exchange Act) with respect to any securities of the Company, including, without limitation, any shares of Class A common stock, shares of Class B common stock, Public Warrants, or Private P

11. General Provisions. (a) Entire Agreement. This Letter Agreement, together with the Charter (DE SOS File No. 6148293), the Underwriting Agreement dated as of January 19, 2022, the Trust Agreement dated as of January 19, 2022, the Registration Rights Agreement dated as of January 19, 2022 (the "Registration Rights Agreement"), the Private Placement Warrants Purchase Agreement dated as of January 19, 2022, the Warra