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

Restrictions on Transfer; Shell Company. Purchaser understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Private 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 Private Shares, such Private 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; provided, that Purchaser agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Seller an opinion of counsel satisfactory to the Seller. Absent registration or an exemption, the Purchaser agrees not to resell the Private Shares. Purchaser further acknowledges that because the Seller is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares until one year following consummation of the initial business combination of the Seller, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Purchaser understands that the certificates or book-entries representing the Private 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 Private Shares, such Private 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; provided, that . The Purchaser agrees that if any transfer of its Private 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 Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration under the Securities Act or an exemptionexemption therefrom, the Purchaser agrees not to resell the Private Shares. The Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands that the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private 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; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 under the Securities Act (“Rule 144”) may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one (1) year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private SharesSecurities. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge pledge, issue as dividends or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged charged, mortgaged, pledged, issued as dividends or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Such Transferee understands the Private Founder Shares are being were initially offered to Transferors in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Such Transferee understands the Private Founder Shares will be “restricted securities” within the meaning of as defined in Rule 144(a)(3) under the Securities Act, Act and Purchaser such Transferee understands that the certificates or book-entries any certificate representing the Private Founder Shares will contain a legend in respect of such restrictions. If in the future the Purchaser such Transferee decides to offer, resell, pledge or otherwise transfer the Private Founder Shares, such Private Founder Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under in accordance with the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser provisions of Section 6.1 hereof. Such Transferee agrees that if any transfer of its Private the Founder Shares that it is acquiring or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser such Transferee may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser such Transferee agrees not to resell the Private Founder Shares. Purchaser Such Transferee further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser such Transferee for the resale of the Private Founder Shares until at least one year following consummation of the initial business combination of the SellerCompany, 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. Purchaser understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Private Shares Securities will contain a legend or notation in respect of such restrictions. If If, in the future the future, Purchaser decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (ia) an effective registration statement under the Securities Act, Act or (iib) an available exemption from registration; provided, that registration available with respect to such sale. Purchaser agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be mademade (other than transfers to affiliates), as a condition precedent to any such transfer, Purchaser may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an available exemption, the Purchaser agrees not to resell the Private SharesSecurities. Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares Securities until one year following consummation of the initial business combination of the SellerBusiness Combination, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge pledge, charge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged pledged, charged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell offer, resell, pledge, charge or otherwise transfer the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Purchaser understands that the certificates or book-entries representing the Private 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 Private Shares, such Private 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; provided, that . The Purchaser agrees that if any transfer of its Private 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 Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration under the Securities Act or an exemptionexemption therefrom, the Purchaser agrees not to resell the Private Shares. The Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private SharesSecurities. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares Securities until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend or notation in respect of such restrictions. If If, in the future the Purchaser future, Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (ia) an effective registration statement under the Securities Act, ; or (iib) an available exemption from registration; providedsuch registration requirements is available with respect to such offer, that Purchaser sale, pledge or other transfer. Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an available exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend or notation in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: to (i) registration under the Securities Act, Act or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell offer, resell, pledge or otherwise transfer the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private 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; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 under the Securities Act may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private 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; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictionsrestrictions and that the restrictions will be fully described in the Articles. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private 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; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Note and the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Note and the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Note or the Shares, such Private the Note or the 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; provided, that Purchaser . Subscriber agrees that if any transfer of its Private the Note or the Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company, at Subscriber’s expenses, an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Note or the Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Note or the Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Purchaser understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares the Securities may be offered, resold, pledged or otherwise transferred only pursuant to: to (i) registration under the Securities Act, Act or (ii) an available exemption from registration; provided, that . The Purchaser agrees that if any transfer of its Private Shares the Securities 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 Seller an opinion of counsel Company customary representations reasonably satisfactory to the SellerCompany. Absent registration or an exemptionanother available exemption from registration, the Purchaser agrees not to resell the Private SharesSecurities. The Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares Securities until one year following consummation of has elapsed from the initial business combination of time that the SellerCompany has filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration under the Securities Act or an exemptionexemption therefrom, the Purchaser Subscriber agrees not to resell the Private SharesSecurities. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares Securities until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Private Subject Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Private Subject Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Private Subject 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 Private Subject Shares, such Private Subject 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; provided, that Purchaser agrees that if any transfer of its Private Subject Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Seller an opinion of counsel satisfactory to the Seller. Absent registration or an exemption, the Purchaser agrees not to resell the Private Subject Shares. Purchaser further acknowledges that because the Seller is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Subject Shares until one year following consummation of the initial business combination of the Seller, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of in Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge pledge, charge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged pledged, charged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell offer, resell, pledge, charge or otherwise transfer the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. The Purchaser understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Purchaser understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Purchaser understands that the certificates or book-entries representing the Private 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 Private Shares, such Private the Shares may be offered, resold, pledged or otherwise transferred only pursuant to: to (i) registration under the Securities Act, Act or (ii) an available exemption from registration; provided, that . The Purchaser agrees that if any transfer of its Private the 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 Seller an opinion of counsel Company customary representations reasonably satisfactory to the SellerCompany. Absent registration or an exemptionanother available exemption from registration, the Purchaser agrees not to resell the Private Shares. The Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares until one year following consummation of has elapsed from the initial business combination of time that the SellerCompany has filed current Form 10-type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Such Investor understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Such Investor understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser such Investor understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser such Investor decides to offer, resell, pledge pledge, charge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged pledged, charged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . Such Investor agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser such Investor may be required to deliver to the Seller an opinion of counsel Company customary representations reasonably satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser such Investor agrees not to resell the Private Shares. Purchaser Such Investor further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser such Investor for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend or notation in respect of such restrictions. If If, in the future future, the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) an effective registration statement under the Securities Act, Act or (ii) an available exemption from registration; provided, that Purchaser registration available with respect to such sale. The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an available exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, charge, mortgage, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, charged, mortgaged, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Private Shares Securities will contain a legend or notation in respect of such restrictions. If If, in the future the future, Purchaser decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) an effective registration statement under the Securities Act, Act or (ii) an available exemption from registration; provided, that registration available with respect to such sale. Purchaser agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an available exemption, the Purchaser agrees not to resell the Private SharesSecurities. Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Shares Securities until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the any certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, charge, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, charged, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of Section 5 hereof, including pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel reasonably satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell offer, resell, pledge or otherwise transfer the Private Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s Option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private SharesSecurities; provided any such sale would be subject to the Lock-Up (as defined in Section 5.2 of this Agreement). Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Founder Shares until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend or notation in respect of such restrictions. If If, in the future the Purchaser future, Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) an effective registration statement under the Securities Act, Act or (ii) an available exemption from registration; provided, that Purchaser agrees registration available with respect to such sale. Subscriber understands that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany (it being agreed that Gxxxxxxx Mxxxxx is satisfactory). Absent registration or an available exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of section (a)(3) of Rule 144(a)(3) 144 promulgated under the Securities ActAct (“Rule 144”), and Purchaser Subscriber understands that the certificates Certificates (as defined in Section 3.3) or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: to (ia) registration under the Securities ActAct covering such offer, resale, pledge or other transaction; or (iib) an available exemption from registration; provided, that Purchaser . Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser Subscriber further acknowledges that that, because the Seller Company is a shell company, Rule 144 Subscriber may not be available able to rely on Rule 144 promulgated under the Purchaser for Securities Act with respect to the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Founder Shares will be “restricted securities” within the meaning of as defined in Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the certificates any certificate or book-book entries representing the Private Founder Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Founder Shares, such Private Founder Shares may be offered, resold, pledged or otherwise transferred only pursuant to: (i) to registration under the Securities Act, Act or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration under the Securities Act or an exemptionexemption therefrom, the Purchaser Subscriber agrees not to resell the Private Founder Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Founder Shares until at least one year following consummation of the initial business combination of the SellerCompany, 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. Purchaser Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser Subscriber understands the Private Shares will be “restricted securities” within the meaning of section (a)(3) of Rule 144(a)(3) 144 promulgated under the Securities ActAct (“Rule 144”), and Purchaser Subscriber understands that the certificates Certificates (as defined in Section (c)) or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, pledged or otherwise transferred only pursuant to: to (ia) registration under the Securities ActAct covering such offer, resale, pledge or other transaction or (iib) an available exemption from registration; provided, that Purchaser . Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 Subscriber may not be available able to rely on Rule 144 promulgated under the Purchaser for Securities Act with respect to the resale of the Private Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares will be “restricted securities” within the meaning of Rule 144(a)(3l44(a)(3) under the Securities Act, and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, charge, mortgage, pledge or otherwise transfer the Private Shares, such Private Shares may be offered, resold, charged, mortgaged, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, Act or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser the Subscriber may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany as described in Section 5.1 below. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private Shares. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares until at least one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser understands the Private Founder Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser understands the Private Founder Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and Purchaser understands that the certificates or book-entries representing the Private 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 Private Founder Shares, such Private Founder 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; provided, that Purchaser agrees that if any transfer of its Private Founder Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser agrees not to resell the Private Founder Shares. Purchaser further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser for the resale of the Private Founder Shares until one year following consummation of the initial business combination of the SellerCompany, despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

Restrictions on Transfer; Shell Company. Purchaser The Subscriber understands the Private Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. Purchaser The Subscriber understands the Private Shares Securities will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, Act and Purchaser the Subscriber understands that the certificates or book-entries representing the Private Shares Securities will contain a legend in respect of such restrictions. If in the future the Purchaser Subscriber decides to offer, resell, pledge or otherwise transfer the Private SharesSecurities, such Private Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to: (i) registration under the Securities Act, or (ii) an available exemption from registration; provided, that Purchaser . The Subscriber agrees that if any transfer of its Private Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, Purchaser may the Subscriber may, at the Company’s option, be required to deliver to the Seller Company an opinion of counsel satisfactory to the SellerCompany. Absent registration or an exemption, the Purchaser Subscriber agrees not to resell the Private SharesSecurities. Purchaser The Subscriber further acknowledges that because the Seller Company is a shell company, Rule 144 may not be available to the Purchaser Subscriber for the resale of the Private Shares Securities until at least one year following consummation of the initial business combination of the SellerCompany (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.