Common use of Restrictions on Transfer and Redemption Clause in Contracts

Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition (a “Transfer”) may be made of any or all of the Sponsor’s Shares by the Sponsor except (i) to the Company’s officers, directors and employees, to the Sponsor’s affiliates or its members upon its liquidation, (ii) by gift to a member of the Sponsor’s immediate family for estate planning purposes or to a trust, the beneficiary of which is the Sponsor or a member of the Sponsor’s immediate family, (iii) if the Sponsor is not a natural person, by gift to a member of the immediate family of the Sponsor’s controlling person for estate planning purposes or to a trust, the beneficiary of which is the Sponsor’s controlling person or a member of the immediate family of the Sponsor’s controlling person, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) by certain pledges to secure obligations incurred in connection with purchases of our securities or (vii) by private sales made at or prior to the consummation of our initial business combination at prices no greater than the price at which the shares were originally purchased (each such transferee, a “Permitted Transferee”); provided, however, that such permitted Transfers may be implemented only upon the respective Permitted Transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Sponsor transferring the Sponsor’s Shares and such other documents as the Company may reasonably require. During the Escrow Period, the Sponsor shall not pledge or grant a security interest in the Sponsor’s Shares or grant a security interest in the Sponsor’s rights under this Agreement.

Restrictions on Transfer and Redemption. During the Escrow Period, no sale, transfer or other disposition (a “Transfer”) may be made of any or all of the Sponsor’s Shares Escrow Securities by the Sponsor a Founder except (i) to the Company’s officers, directors and employees, to the Sponsor’s affiliates or its members upon its liquidation, (ii) by gift to a member of the SponsorFounder’s immediate family for estate planning purposes or to a trust, the beneficiary of which is the Sponsor Founder or a member of the SponsorFounder’s immediate family, (iiiii) if the Sponsor Founder is not a natural person, by gift to a member of the immediate family of the Sponsorsuch Founder’s controlling person for estate planning purposes or to a trust, the beneficiary of which is the Sponsorsuch Founder’s controlling person or a member of the immediate family of the Sponsorsuch Founder’s controlling person, (iviii) by virtue of the laws of descent and distribution upon deathdeath of the Founder, (viv) pursuant to a qualified domestic relations order, or (viv) by certain pledges to secure obligations incurred in connection transfer, with purchases of our securities or (vii) by private sales made at or prior without consideration, to the consummation officers, directors or other Founders of our initial business combination at prices no greater than the price at which Company and, with respect to GEH Capital, Inc., employees of Clinton Group, Inc., entities controlled by Mr. Gxxxxx Xxxx, the shares were originally purchased chief executive officer of Clinton Group, Inc., and funds managed by Clinton Group, Inc. (each such transferee, a “Permitted Transferee”); provided, however, that such permitted Transfers may be implemented only upon the respective Permitted Transferee’s written agreement to be bound by the terms and conditions of this Agreement and of the Insider Letter signed by the Sponsor such Founder transferring the Sponsor’s Shares such Escrow Securities and such other documents as the Company or the Representative may reasonably require. During the Escrow Period, the Sponsor no Founder shall not pledge or grant a security interest in the Sponsorsuch Founder’s Shares Escrow Securities or grant a security interest in the Sponsorsuch Founder’s rights under this Agreement.