Legends Clause Example with 162 Variations from Business Contracts
This page contains Legends clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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 CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR 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.View More
Variations of a "Legends" Clause 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST T...HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR SUCH AND ANY APPLICABLE STATE SECURITIES 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 "IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THE LATER OF THIRTY (30) DAYS AFTER THE DATE UPON WHICH CARTESIAN GROWTH CORPORATION II (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) OR 12 MONTHS FROM THE CLOSING OF THE COMPANY'S INITIAL PUBLIC OFFERING OF UNITS, EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. SUCH TRANSFER PROVISIONS." "SECURITIES EVIDENCED BY THIS CERTIFICATE AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM CLASS A ORDINARY SHARES OF THE LOCKUP PURSUANT COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS SET FORTH IN THE INSIDER LETTER." 4 COMPANY." 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. 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST T...HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR SUCH AND ANY APPLICABLE STATE SECURITIES 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 "IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH M3-BRIGADE ACQUISITION III CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE PRIVATE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE PRIVATE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. SUCH TRANSFER PROVISIONS." "SECURITIES EVIDENCED BY THIS CERTIFICATE AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM SHARES OF CLASS A COMMON STOCK OF THE LOCKUP PURSUANT COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS SET FORTH IN THE INSIDER LETTER." 4 COMPANY." 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. View More
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, Securities 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) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) 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. 4 "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR MANA 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 THEREIN AND THE INSIDER LETTER." 4 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 the Warrants, the Rights and Placement Warrants, the Unit Shares, and when issued, the Warrant Shares and Right 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 AC...T"), 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) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) 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 CONSTELLATION ALPHA CAPITAL CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR CENTRIPETAL, 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST T...HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR SUCH AND ANY APPLICABLE STATE SECURITIES 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 "IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH CARTESIAN GROWTH CORPORATION II (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN), EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. SUCH TRANSFER PROVISIONS." 4 "SECURITIES EVIDENCED BY THIS CERTIFICATE AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM CLASS A ORDINARY SHARES OF THE LOCKUP PURSUANT COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS SET FORTH IN THE INSIDER LETTER." 4 COMPANY." 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. 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST T...HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR SUCH AND ANY APPLICABLE STATE SECURITIES 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 "IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH CARTESIAN GROWTH CORPORATION II (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN), EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. SUCH TRANSFER PROVISIONS." "SECURITIES EVIDENCED BY THIS CERTIFICATE AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM CLASS A ORDINARY SHARES OF THE LOCKUP PURSUANT COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS SET FORTH IN THE INSIDER LETTER." 4 COMPANY." 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. View More
Legends. Legend. The Company will issue the Units, Placement Shares and Placement Warrants, and when issued, the Warrant Shares, Securities 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) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR SUCH LAWS OR AN (C) 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 AGREEMENT BETWEEN MANA CAPITAL ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR MANA 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 THEREIN AND THE INSIDER LETTER." 4 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 BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST T...HEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OR SUCH AND ANY APPLICABLE STATE SECURITIES 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 "IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH INTELLIGENT MEDICINE ACQUISITION CORP. (THE "COMPANY") COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE PRIVATE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE PRIVATE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER ACQUISITION CORP. SUCH TRANSFER PROVISIONS." "SECURITIES EVIDENCED BY THIS CERTIFICATE AND ATHENA CONSUMER ACQUISITION SPONSOR LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM SHARES OF CLASS A COMMON STOCK OF THE LOCKUP PURSUANT COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS SET FORTH IN THE INSIDER LETTER." 4 COMPANY." 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 and stockholders 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. 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 LETTER BETWEEN, AMONG OTHERS, ATHENA CONSUMER A UNIT SUBSCRIPTION AGREEMENT BETWEEN ENDEAVOR ACQUISITION CORP. AND ATHENA CONSUMER ACQUISITION SPONSOR LLC [ ] 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. UNIT SUBSCRIPTION 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. 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. 5 5. Waiver of Liquidation Distributions. In connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all redemption rights (i) in connection with the Company's completion of the Business Combination, (ii) 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 or (iii) if the Company seeks an amendment to its amended and restated memorandum and articles of association that would affect the substance or timing of the Company's obligation to redeem 100% of the Public Shares (as defined below). In the event Subscriber purchases Ordinary Shares in the IPO or in the aftermarket ("Public Shares"), Subscriber shall be eligible to redeem any Public Shares upon the same terms offered to all other holders of Ordinary Shares purchased in the 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 A UNIT PURCHASE AGREEMENT BY AND BETWEEN M III 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 UNIT PURCHASE 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. 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; provided, however, that the Subscriber may not exercise its demand and "piggy back" registration rights pursuant to such Registration Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the Subscriber may not exercise its demand registration rights thereunder more than one time. The Units, the Placement Shares, the Warrants and the Warrant Shares will be deemed compensation by the Financial Industry Regulatory Authority ("FINRA") and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the IPO, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Units, the Placement Shares, the Warrants and the Warrant Shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers or partners of the Subscriber and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. View More
