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

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities and the Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities and the Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities and the Founder Shares will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities or the Founder Shares, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities or Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities or the Founder Shares. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities or the Founder Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities Units, Private Placement Warrants and the Founder Purchaser Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities Units, Private Placement Warrants and the Founder Purchaser Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities Units, Private Placement Warrants and the Founder Purchaser Shares will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities Units, Private Placement Warrants or the Founder Purchaser Shares, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities Units, Private Placement Warrants or Founder Purchaser Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities Units, Private Placement Warrants or the Founder Purchaser Shares. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities Units, Private Placement Warrants or the Founder Purchaser Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities Shares and the Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities Shares and the Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities Shares and the Founder Shares will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities Shares or the Founder Shares, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities Shares or Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities Shares or the Founder Shares. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities Shares or the Founder Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities and the Founder Shares Units are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities and the Founder Shares Units will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities and the Founder Shares Units will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities or the Founder SharesUnits, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities or Founder Shares Units or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities or the Founder SharesUnits. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities or the Founder Shares Units until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities and the Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities and the Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities and the Founder Shares will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities or the Founder Shares, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities or Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities or the Founder Shares. The Purchaser further acknowledges that because the Company is a shell companycompany (i.e., a company with no or nominal operations and assets, other than cash or cash equivalents), Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities or the Founder Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.

Restrictions on Transfer; Shell Company. The Purchaser understands the Forward Purchase Securities Securities, Private Placement Warrants and the Founder Purchaser Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Forward Purchase Securities Securities, Private Placement Warrants and the Founder Purchaser Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and the Purchaser understands that any certificates representing the Forward Purchase Securities Securities, Private Placement Warrants and the Founder Purchaser Shares will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities Securities, Private Placement Warrants or the Founder Purchaser Shares, such securities may be offered, resold, pledged or otherwise transferred only pursuant to: (A) registration under the Securities Act or (B) an available exemption from registration. The Purchaser agrees that if any transfer of its Forward Purchase Securities Securities, Private Placement Warrants or Founder Purchaser Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Purchaser agrees not to resell the Forward Purchase Securities Securities, Private Placement Warrants or the Founder Purchaser Shares. The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Forward Purchase Securities Securities, Private Placement Warrants or the Founder Purchaser Shares until one (1) year following the filing of a Form 8-K announcing the consummation of the Business Combination.