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

Restrictions on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries representing or recording, respectively, the Shares may contain a legend or “stop order” 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 registration under the Securities Act or an available exemption therefrom. The 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, the 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. The 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 at least one year following consummation of the initial business combination of the Company (which may not occur), 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. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” as defined in within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that the certificates or book-entries representing or recording, respectively, the Shares may will contain a legend or “stop order” in respect of such restrictions. If in the future the Subscriber decides to offer, resell, charge, mortgage, pledge or otherwise transfer the Shares, such Shares may be offered, resold, charged, mortgaged, pledged or otherwise transferred only pursuant to to: (i) registration under the Securities Act Act, or (ii) an available exemption therefromfrom registration. The 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, the 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. The 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 at least one year following consummation of the initial business combination of the Company (which may not occur)Company, 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. The Subscriber understands the Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Shares Securities will be “restricted securities” as defined in within the meaning of Rule 144(a)(3) under the Securities Act and the Subscriber understands that any certificates representing the certificates or book-entries representing or recording, respectively, the Shares may Securities will contain a legend or “stop order” in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SharesSecurities, such Shares Securities may be offered, resold, pledged or otherwise transferred only pursuant to to: (i) registration under the Securities Act or (ii) an available exemption therefromfrom registration. The Subscriber agrees that if any transfer of its Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the 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 SharesSecurities. The 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 Securities until at least one (1) year following consummation of the Company’s initial business combination of (“the Company (which may not occur“Business Combination”), 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. The Subscriber understands the Shares Securities are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Shares Securities will be “restricted securities” as defined in within the meaning of Rule 144(a)(3) under the Securities Act Act, and the Subscriber understands that the certificates or book-entries representing or recording, respectively, the Shares may Securities will contain a legend or “stop order” in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the SharesSecurities, such Shares 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 therefromfrom registration. The Subscriber agrees that if any transfer of its Shares Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the 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 SharesSecurities. The 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 Securities until at least one year following consummation of the initial business combination of the Company (which may not occur)Company, despite technical compliance with the certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.