Common use of Capacity and State Law Compliance Clause in Contracts

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Founder’s Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Such Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Such Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Founder’s Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Additional Founder's Warrants and the Founders’ Initial Founder's Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Initial Founders’ Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares of common stock upon the exercise of the Private Placement Warrants and the Initial Founders’ Warrants will or the Performance Warrants, as the case may be, may require the availability registration of an exemption from registration such Shares of common stock under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from such registration under federal and/or state securities lawsrequirements.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities Additional Founders’ Warrants to the Purchaser is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares of common stock upon the exercise of the Private Placement Warrants and the Additional Founders’ Warrants will require requires the availability of an exemption from the registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration requirements under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities Initial Founder’s Shares and Initial Founder’s Warrants is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Initial Founder’s Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Sponsor Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Each Purchaser has hereby represents and warrants as to itself, that they have engaged in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Each Purchaser understands and acknowledges acknowledge that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has engaged will engage in the transactions contemplated by this Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands and acknowledges that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Co-Investment Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.

Capacity and State Law Compliance. The Purchaser has Purchasers have engaged in the transactions contemplated by this Amended and Restated Agreement within a state in which the offer and sale of the Securities is permitted under applicable securities laws. The Purchaser understands Purchasers understand and acknowledges acknowledge that the purchase of Shares upon the exercise of the Private Placement Warrants and the Founders’ Warrants will require the availability of an exemption from registration under federal and/or state securities laws and that any sale of such Shares shall require registration or the availability of an exemption from registration under federal and/or state securities laws.