Combination or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).
2. The undersigned represents and warrants that he 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. The undersigned’s biographical information furnished to the Company (including any such information included in the Prospectus or Current Report on Form 8-K filed by the Company in connection with the appointment of the undersigned (the “Form 8-K”)) is true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The undersigned’s questionnaire furnished to the Company is true and accurate in all respects. The undersigned represents and warrants that: he 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; he 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 he is not currently a defendant in any such criminal proceeding.
3. Except as contemplated in the compensation agreements and director offer letters between the Company and you or as otherwise disclosed in the Prospectus or the Form 8-K, neither any of the Insiders nor affiliate of the Insiders, shall receive any finder’s 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 Company’s initial Business Combination (regardless of the type of transaction that it is).
4. The undersigned has full right and power, without violating any agreement to which he 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 director on the board of directors or an advisor of the Company and hereby consents to being named in the Prospectus or the Form 8-K as an officer and/or director of the Company.
5. 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) “Founder Shares” shall mean (a) the 15,000,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor for an aggregate purchase price of $25,000, or $0.002 per share, prior to the consummation of the Public Offering; (iii) “Insiders” shall mean members of the Company’s board of directors and/or management team or an advisor of the Company; (iv) “Private Placement Shares” shall mean the 1,200,000 shares of Common Stock comprising the Private Placement Units; (v) “Private Placement Units” shall mean the 1,200,000 units, each comprised of one share of Common Stock and one-third of one warrant to purchase one share of Common Stock, that the Sponsor purchased for an aggregate purchase price of $12,000,000 in the aggregate, or purchase price of $10.00 per Private Placement Unit, in a private placement that occurred simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders” shall mean the holders of securities issued in the Public Offering; (viii) “Sponsor” shall mean E.Merge Technology Sponsor LLC, a Delaware limited liability company; and (ix) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited.
6. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.
7. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the undersigned and his respective successors, heirs and assigns and permitted transferees.
