Common use of Transfer Agent Services Agreement Clause in Contracts

Transfer Agent Services Agreement. The Transfer Agent and Registrar Agreement with Continental Stock Transfer & Trust Company, substantially in the form filed as Exhibit 10.15 to the Registration Statement (the “Transfer Agent Services Agreement”), has been duly authorized and validly executed by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to: (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers), (ii) the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law), (iii) the limitations on the enforceability of any rights to indemnity and contribution by federal and state securities laws and principles of public policy and (iv) possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.