Legends Clause Example with 162 Variations from Business Contracts

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL...D, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN VISTAS MEDIA ACQUISITION CORP. COMPANY INC. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC I-BANKERS SECURITIES, INC. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. herewith. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. Statement and in compliance with FINRA Rule 5110(f)(2)(G). In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. 4 6. Terms of Placement Warrants 6.1 Terms. Each Placement Warrant shall have the terms set forth in the Warrant Agreement. 6.2. Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 12 months from the consummation of the IPO (or up to 18 months from the consummation of the IPO if the Company extends the period of time to consummate a business combination as provided in its second amended and restated certificate of incorporation), unless otherwise extended by the Company. 6.3. Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested by the Company necessary to effect the foregoing. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL...D, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER CF ACQUISITION CORP. VI AND ATHENA CONSUMER ACQUISITION SPONSOR CFAC HOLDINGS VI, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 4 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of shares of Common Stock sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Business Combination or to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. View More

Legends. 4.1 Legend. The Company will issue the Units, Placement Shares and Private Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE ...OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." 5 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP LOCK-UP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT BETWEEN ALTENERGY ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE SUBSCRIBER PARTY THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP LOCK-UP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way the Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of Private Placement Warrants or any securities underlying the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Private Placement Warrants. 4.3 Registration Rights. The Subscriber will shall be entitled to certain registration rights which relating to the Private Placement Warrants and the Private Shares that will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Company, the Subscriber and the Company, other security holders party thereto, on or prior to the effective date of the Registration Statement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL...D, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN GRANDVIEW CAPITAL ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC CANTOR FITZGERALD & CO. AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way the Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. herewith. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. Pursuant to the Registration Rights Agreement, the Subscriber may not exercise its demand and "piggyback" registration rights after five (5) and seven (7) years after the effective date of the Registration Statement and may not exercise its demand rights on more than one occasion. 4 5. Waiver of Liquidation Distributions In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of shares of Common Stock sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. Nothing herein shall preclude Subscriber from making any claim or seeking recourse against the Company's funds held outside of the Trust Account or seeking to enforce the terms of the Underwriting Agreement. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE O...FFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER A LETTER BETWEEN, AGREEMENT AMONG OTHERS, ATHENA CONSUMER LARKSPUR HEALTH ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. LETTER AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. Letter Agreement. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's consummation of the Business Combination, or (ii) upon the Company's redemption of shares of Common Stock upon the Company's failure to consummate the Business Combination within 24 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such 24 month period. In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket ("Public Shares"), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's consummation of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination, or liquidates, within 24 months from the completion of the IPO. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and and, when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE O...FFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP RESTRICTIONS ON TRANSFER PURSUANT TO AN INSIDER A LETTER BETWEEN, AGREEMENT AMONG OTHERS, ATHENA CONSUMER ENDEAVOR ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC THE OTHER PARTIES THERETO AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE LOCKUP THEREOF PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. LETTER AGREEMENT." 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if Securities if, in the sole judgment of the Company Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) applicable state securities laws and (iii) in compliance herewith and with the Insider Letter. Letter Agreement. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to the Securities in connection with (i) the exercise of redemption rights in connection with the Company's completion of the Business Combination, or (ii) upon the Company's redemption of Ordinary Shares upon the Company's failure to complete the Business Combination within 18 months from the completion of the IPO or the liquidation of the Company prior to the expiration of such 18 month period. In the event any Subscriber purchases Ordinary Shares in the IPO or in the aftermarket ("Public Shares"), Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions with respect to any Public Shares in connection with the exercise of redemption rights in connection with the Company's completion of the Business Combination. For the avoidance of doubt, Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other purchasers of Ordinary Shares in the IPO in the event the Company fails to complete the Business Combination, or liquidates, within 18 months from the completion of the IPO. View More

Legends. 4.1. Legend. The Company will issue the Private Placement Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, and when and if issued, the Option Units and Underlying Option Securities, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECU...RITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENT BETWEEN LIONHEART III CORP AND ATHENA CONSUMER ACQUISITION SPONSOR LIONHEART EQUITIES, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way the Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among the Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5.Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of shares of Common Stock sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation, (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. View More

Legends. 4.1. Legend. The Company will issue the Private Placement Units, Placement Private Shares and Placement Private Warrants, and when issued, the Warrant Shares, and when and if issued, the Option Units and Underlying Option Securities, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECU...RITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. A PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENT BETWEEN LIONHEART IV CORP AND ATHENA CONSUMER ACQUISITION SPONSOR LIONHEART EQUITIES, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 SUBSCRIPTION AGREEMENT." 4.2. Subscriber's Compliance. Nothing in this Section 4 shall affect in any way the Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 herewith. 4.4. Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among the Subscriber, the Company and others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5.Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of shares of Common Stock sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation, (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. View More

Legends. Legend. The Company will issue the Units, Placement Shares the Warrants and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares, Shares purchased by the Subscriber Purchaser, in the name of the Subscriber. Purchaser. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE THESE SECURITIES REPRESENTED HEREBY (i) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE AND ...THESE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT, (B) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (E) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION UNDER REQUIREMENTS OF THE SECURITIES ACT AND SUCH ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS WHICH, OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." SECURITIES ACT. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION AGREEMENT BETWEEN GENESIS UNICORN CAPITAL CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR GENESIS UNICORN CAPITAL, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 THEREIN." 4.2. Subscriber's Purchaser's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's the Purchaser's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Act. 4.4. Registration Rights. The Subscriber Purchaser will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, with the Subscriber and the Company, Company on or prior to the effective date closing of the Registration Statement. IPO. View More

Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber. The Securities will bear the following Legend and appropriate "stop transfer" instructions: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL...D, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE." "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION B. RILEY PRINCIPAL 150 MERGER CORP. AND ATHENA CONSUMER ACQUISITION B. RILEY PRINCIPAL 150 SPONSOR CO., LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER." 4 4.2. 4.2 Subscriber's Compliance. Nothing in this Section 4 shall affect in any way Subscriber's obligations and agreements to comply with all applicable securities laws upon resale of the Securities. 4.3. 4.3 Company's Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance herewith and with the Insider Letter. 4.4 Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement ("Registration Rights Agreement") to be entered into between, among others, the Subscriber and the Company, on or prior to the effective date of the Registration Statement. 5 5.Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company's redemption of shares of Common Stock sold in the Company's IPO upon the Company's failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to approve an amendment to the Company's amended and restated certificate of incorporation (A) to modify the substance or timing of the Company's obligation to redeem 100% of the Company's public shares if the Company does not timely complete the Business Combination or (B) with respect to any other provision relating to stockholders' rights or pre-Business Combination activity. In the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common Stock in the IPO in the event the Company fails to consummate the Business Combination. View More