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

Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until the earlier to occur of: (A) one year after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Subscriber 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. Subscriber 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, Act and Subscriber the Purchaser understands that the any certificates or book-entries representing the Forward Purchase Securities and the Founder Shares will contain a legend in respect of such restrictions. If in the future the Subscriber Purchaser decides to offer, resell, pledge or otherwise transfer the Forward Purchase Securities or the Founder Shares, such Shares securities may be offered, resold, pledged or otherwise transferred only pursuant to: (iA) registration under the Securities Act, Act or (iiB) an available exemption from registration. Subscriber 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, Subscriber the Purchaser may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber Purchaser agrees not to resell the Forward Purchase Securities or the Founder Shares. Subscriber The Purchaser further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber Purchaser for the resale of the Forward Purchase Securities or the Founder Shares until one (1) year following the earlier to occur of: (A) one year after filing of a Form 8-K announcing the completion consummation of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictionsBusiness Combination.

Restrictions on Transfer; Shell Company. Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Subscriber understands that the certificates or book-entries representing the Shares will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration. Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to resell the Shares. Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until the earlier to occur of: (A) one year six months after the completion of the Company’s initial business combination or (B) subsequent to the Company’s initial business combination, (x) if the last sale price of our Class A ordinary shares equals or exceeds $12.00 per unit (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combinationperiod, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.