FINRA Restrictions. The undersigned further acknowledges and agrees that the Private Placement Warrants will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will, therefore, be subject to restrictions imposed by FINRA Rule 5110(e). The Private Placement Warrants and underlying shares may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person for a period of 180 days immediately following the commencement of sales of the offering except to any member participating in the offering and the officers or partners, registered persons or affiliates thereof if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period or as otherwise permitted by FINRA Rule 5110(e)(2). In addition, for as long as the Private Placement Warrants are held by the Purchaser or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement. The Purchaser will have resale registration rights, but may not exercise its demand and “piggy back” registration rights beyond five (5) and seven (7) years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.
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Samples: Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.), Private Placement Warrants Purchase Agreement (M3-Brigade Acquisition v Corp.)
