Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (i) to the Companys officers or directors, any current or future affiliate or family member of any of the Companys officers or directors or any current or future affiliate of the Sponsor or to any member(s), officers, directors or employees of the Sponsor or any of its current or future affiliates; (ii) in the case of an individual, by gift to a member of such individuals immediate family or to a trust, the beneficiary of which is a member of such individuals immediate family, any current or future affiliate of such individual or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at which the shares or units were originally purchased; (vi) in the event of the Companys liquidation prior to the completion of an initial Business Combination; or (vii) by virtue of the laws of the State of Delaware or the Sponsors limited liability company agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.
8. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insiders biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insiders background. Each Insiders questionnaire furnished to the Company is true and accurate in all material respects. 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.
9.The Sponsor has entered into a forward purchase contract (the Forward Purchase Contract) to purchase 1,000,000 Units and 250,000 shares of Common Stock at a price per Unit of $10.00 per Unit, in a transaction exempt from the registration requirements of the Securities Act (the Private Placement). The Private Placement will be completed concurrently with the completion of the initial Business Combination.
10. Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any current or future affiliate of the Sponsor or any officer, nor any director 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).
11. The Sponsor and each Insider 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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus as a director of the Company.
12. As used herein, (i) Business Combination shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) Capital Stock shall mean, collectively, the Common Stock and the Founder Shares; (iii) Founder Shares shall mean (a) the 5,031,250 shares of the Companys Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 656,250 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or approximately $0.006 per share, prior to the consummation of the Public Offering; (iv) Initial Stockholders shall mean the Sponsor and any Insider that holds Founder Shares; (v) Private Placement Units shall mean the 450,000 units, each unit consisting of one share of Common Stock and one-fourth of one warrant to purchase one share of Common Stock that the Sponsor has agreed to purchase for an aggregate purchase price of $4,500,000, or $10.00 per unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) Public Stockholders shall mean the holders of securities issued in the Public Offering; (vii)