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 following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the Companys initial Business Combination: (i) repayment of a loan and advances of up to an aggregate of $300,000 made to the Company by the Sponsor to cover offering-related and organizational expenses; (ii) payment to the Sponsor for administrative support and services for a total of $10,000 per month; (iii) reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and consummating an initial Business Combination; and (iv) repayment of loans, if any, and on such terms as to be determined by the Company from time to time, (A) made by the Sponsor or any of the Companys officers or directors to finance transaction costs in connection with an intended initial Business Combination or (B) made by the Sponsor (or its affiliates or designees) to extend the period of time to consummate the initial Business Combination beyond 12 months, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts for up to $4,600,000 but no proceeds from the Trust Account are to be used for such repayment. For the avoidance of doubt, each of the Sponsor, its affiliates and designees and the Companys officers and directors agree to waive its right to be repaid for loans referred to in clause (iv) above out of funds held in the Trust Account if the Company does not complete its initial Business Combination within the prescribed time period.
10. The Sponsor, Metric and each Insider has full right and power, without violating any agreement to which it, he or she 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.
11. In addition to the limitations set forth in paragraphs 3, 7(a) and 7(b) above, Metric hereby agrees, in accordance with FINRA Rule 5110(e), that the Founder Shares that it has purchased and the Private Placement Warrants which it has agreed to purchase will not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such shares for a period of 540 days following the date of this Letter Agreement, except for any transfers permitted by Rule 5110(e)(2).
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 the 5,750,000 outstanding shares of the Companys Class B common stock, par value $0.0001 per share, of which 4,605,750 were initially issued to the Sponsor and 1,144,250 were initially issued to Metric (or 5,000,000 shares (4,005,000 issued to the Sponsor and 995,000 issued to Metric) if the over-allotment option is not exercised by the Underwriter) for an aggregate purchase price of $25,000, or approximately $0.004 per share, prior to the consummation of the Public Offering (subject to adjustment to the numbers of shares in this clause (iii) pursuant to paragraph 5 of this Letter Agreement if the size of the Public Offering is increased or decreased); (iv) Private Placement Warrants shall mean the Warrants issued to the Sponsor and Metric to purchase up to 2,583,333 shares of Common Stock of the Company by the Sponsor and 707,672 shares of Common Stock of the Company by Metric (or 2,583,333 shares of Common