questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
8. Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finders fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation of the Companys initial Business Combination (regardless of the type of transaction that it is), other than the amounts described in the Prospectus under the heading Summary The Offering Limited Payments to Insiders.
9. The Sponsor, each Insider and each of the other Initial Stockholders has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.
10. As used herein, (i) Business Combination shall mean a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination, involving the Company and one or more businesses; (ii) Class B Common Stock shall mean the Companys Class B common stock, par value $0.0001 per share; (iii) Common Stock shall mean the Class A Common Stock and the Class B Common Stock, collectively; (iv) Founder Shares shall mean the 5,750,000 shares (or 5,000,000 shares if the Underwriters option to purchase additional units is not exercised) of Class B Common Stock initially held by the Initial Stockholders; (v) Initial Stockholders shall mean the Sponsor, B. Riley and any other holder of Founder Shares immediately prior to the Public Offering; (vi) Private Placement Warrants shall mean the warrants that the Sponsor and the Underwriters have agreed to purchase for an aggregate purchase price of $10,800,000 (or $12,000,000 if the Underwriters option to purchase additional units is exercised in full), or $10.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) Public Stockholders shall mean the holders of securities issued in the Public Offering; (viii) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (ix) Transfer shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
11. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the Company, the Sponsor, any Insider and each of the other Initial Stockholders that is subject of any such change, amendment, modification or waiver.
12. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each Insider, each of the other Initial Stockholders and their respective successors, heirs and assigns and permitted transferees.