Sponsor or its affiliates, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individuals immediate family, to a trust, the beneficiary of which is a member of the individuals immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; (f) transfers in the event of the Companys liquidation prior to the completion of an initial Business Combination; (g) transfers by virtue of the laws of the State of Delaware or the Sponsors limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of the Companys liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Companys stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the Companys initial Business Combination; provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement agreeing to be bound by the 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 respects and does not omit any material information with respect to the Insiders background. The Sponsor and each Insiders 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.
9. Except as disclosed in the Prospectus, there will be no restrictions on payments made to the Insiders. However, prior to the consummation of the Business Combination, the Company shall not make any payment to the Insiders from the proceeds held in the Trust Account including, but not limited to: repayment of a loan of up to an aggregate of $300,000 made to the Company by the Sponsor; payment of an aggregate of $10,000 per month for office space, utilities, secretarial support and administrative services; reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination; and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor, an affiliate of the Sponsor or certain of the Companys officers or directors to finance transaction costs in connection with an intended initial Business Combination, 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 so long as no proceeds from the Trust Account are used for such repayment. Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.
10. The Sponsor 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 a director on the board of directors of the Company and each Insider hereby consents to being named in the Prospectus as an officer and/or director of the Company, as applicable.
11. 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 or entities; (ii) Capital Stock shall mean, collectively, the Common Stock and the Founder Shares; (iii) Founder Shares shall mean the 9,343,750 shares of the Companys Class B common stock, par value $0.0001 per share (or 8,125,000 shares if the over-allotment option is not exercised by the Underwriters), held by the Initial Stockholders on the date hereof; (iv) Initial Stockholders shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) Private Placement Warrants shall mean the warrants to purchase up to 6,000,000 shares of Common Stock (or 6,650,000 shares of Common Stock if the over-