Common use of Restrictions on Transfer; Shell Company Clause in Contracts

Restrictions on Transfer; Shell Company. Sponsor understands the Private Warrants are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Sponsor understands the Private Warrant Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor understands that any certificates representing the Private Warrant Securities will contain a legend in respect of such restrictions. If in the future the Sponsor decides to offer, resell, pledge or otherwise transfer any Private Warrant Securities, such Private Warrant Securities may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 7.1 hereof. Sponsor agrees that if any transfer of its Private Warrant Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Sponsor agrees not to resell and Private Warrant Securities. Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Sponsor for the resale of the Private Warrant Securities until at least one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Sponsor Such Transferee understands the Private Warrants are being Founder Shares were initially offered to Transferors in a transaction not involving a public offering within the meaning of the Securities Act. Sponsor Such Transferee understands the Private Warrant Securities Founder Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor such Transferee understands that any certificates certificate representing the Private Warrant Securities Founder Shares will contain a legend in respect of such restrictions. If in the future the Sponsor such Transferee decides to offer, resell, pledge or otherwise transfer any Private Warrant Securitiesthe Founder Shares, such Private Warrant Securities Founder Shares may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 7.1 6.1 hereof. Sponsor Such Transferee agrees that if any transfer of its Private Warrant Securities the Founder Shares that it is acquiring or any interest therein is proposed to be made, as a condition precedent to any such transfer, Sponsor such Transferee may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Sponsor such Transferee agrees not to resell and Private Warrant Securitiesthe Founder Shares. Sponsor Such Transferee further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Sponsor such Transferee for the resale of the Private Warrant Securities Founder Shares until at least one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Sponsor understands the Private Placement Warrants are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Sponsor understands the Private Placement Warrant Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor understands that any certificates representing the Private Placement Warrant Securities will contain a legend in respect of such restrictions. If in the future the Sponsor decides to offer, resell, pledge or otherwise transfer any Private Placement Warrant Securities, such Private Placement Warrant Securities may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 7.1 hereof. Sponsor agrees that if any transfer of its Private Placement Warrant Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Sponsor agrees not to resell and Private Placement Warrant Securities. Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Sponsor for the resale of the Private Placement Warrant Securities until at least one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Sponsor understands the Private Placement Warrants are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Sponsor understands the Private Placement Warrant Securities will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and Sponsor understands that any certificates representing the Private Placement Warrant Securities will contain a legend in respect of such restrictions. If in the future the Sponsor decides to offer, resell, pledge or otherwise transfer any Private Placement Warrant Securities, such Private Placement Warrant Securities may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 7.1 hereof. Sponsor agrees that if any transfer of its Private Placement Warrant Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Sponsor may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Sponsor agrees not to resell and Private Placement Warrant Securities. Sponsor further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Sponsor for the resale of the Private Placement Warrant Securities until at least one year following consummation of the initial business combination of the Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. (ii) Residence. Sponsor’s principal place of business is the office or offices located at the address of Sponsor set forth on the signature page hereof.