Common use of Duration of Warrants Clause in Contracts

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share consolidation, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) ), or (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, Offering and terminating at the earlier to occur of; (x) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at the liquidation of the Company, or (z) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further provided, further, that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), and (ii) the date that is twelve (as described more fully in the Registration Statement12) or (b) 12 months from the date of the closing of the Public Offering, and (B) terminating upon the earliest to occur of (x) at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation (as further amended, supplemented or otherwise modified from time to time, the “Certificate of Incorporation”), if the Company fails to consummate a Business Combination and (z) at 5:00 p.m., New York City time time, on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 with respect to an effective registration statement or a valid exemption being available. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunder6), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders andRegistered Holders of the Warrants; provided, provided further further, that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 days after the consummation by date on which the Company of completes a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”), and (ii) the date that is twelve (as described more fully in 12) months from the effective date of the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (iw) the date that is five (5) years after the date on which the Company consummates completes its Business Combination, (x) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time, if the Company fails to complete a Business Combination, or (iiy) at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, Combination and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ days prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, Combination and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ days prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Company’s initial business combination with one or more businesses or entities and (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which completion of the Company consummates a Business Combinationinitial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period , provided however, that for as long as any of time the Representative Warrants are held by the Representative or its designees or affiliates, such Representative Warrants may not be exercised after five years from the effective date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Registration Statement. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by completion of the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Company’s initial business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants purchased by Chardan NexTech 2 Warrant Holdings LLC, provided that is once the Private Warrants are not beneficially owned, directly or indirectly, by Chardan Capital Markets, LLC or any of its related persons anymore, the Private Warrants may not be exercised five (5) years after following the date on which completion of the Company consummates a Business CombinationCompany’s initial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company (i) may not extend the duration of the Private Warrants by delaying the Expiration Date and (ii) will provide at least twenty (20) days’ prior written notice of any not less than 20 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) and 12 months from the date of that the closing of registration statement is declared effective by the Public OfferingSEC, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the date of the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement Agreement, and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating on the earlier to occur of: (x) at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) the liquidation of the Company, and (z) with respect to the Public Warrants, at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right of holders of Public Warrants to receive the Redemption Price (as set forth in Section 6 hereunderdefined below), as applicable, each outstanding Public Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Public Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Public Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Public Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the Warrants issued to Chardan Capital Markets, LLC will not be exercisable more than five years after the commencement of sales in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share capital exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of of: (iw) the date that is five (5) years after the date on which the Company consummates completes its Business Combination, (x) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and 6.03 hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.03(b) below with respect to an effective post-effective amendment to the Registration Statement or an effective new registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderArticle VI hereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that (1) the Company will shall provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further Registered Holders of the Warrants and (2) that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, ; (iiy) at 5:00 p.m., New York City time on the liquidation of the Company; or (z) the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after: (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date of that the closing of registration statement is declared effective by the Public OfferingSEC, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 the date that is thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) other than with respect to the Private Warrants and Working Capital Warrants then held by the initial purchasers or their respective Permitted Transferees with respect to a redemption pursuant to Section 6.1 (an “Inapplicable Redemption”), at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant (other than a Private Warrant or Working Capital Warrant in the event of an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, consolidation, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) ), or (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, Offering and terminating at the earlier to occur of; (x) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at the liquidation of the Company, or (z) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further provided, further, that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from one year after the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) and 12 months from the date of that the closing of Registration Statement is declared effective by the Public OfferingSEC, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later to occur of (a) 30 thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) , or (b) 12 months [_______], 2011 (one year from the date of the closing of the Public Offering, ) and terminating at on the earlier of (i) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after year anniversary of the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (as defined belowin that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) if the Company has not completed a Business Combination within the required time periods set forth in the Registration Statement, (iii) other than with respect to the Placement Warrants, their redemption and (iv) solely with respect to the Placement Warrants being purchased by the Underwriters, five (5) years from the effective date of the Registration Statement (the “Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least Date upon not less than twenty (20) days’ days prior written notice to the Registered Holders of any such extension to registered holders and, provided further that any such extension shall be applied consistently to an identical modification for all of the Warrantswarrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering________, 2013, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) three years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m.the liquidation of the Company, New York City time on and (iii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written not less than 20 days notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the WarrantsWarrants of such extension.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days 1 year post the offering or after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by LADENBURG TXXXXXXX & CO. INC. and/or their designees, such Private Placement Warrant may not be exercised after five (5) years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing commencing, on the later of of, (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b2) 12 months from the date of the closing of the this Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing commencing, on the later of of, (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b2) 12 months from the date of the closing of the this Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account Company (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by Network 1 Financial Securities, Inc. and/or its designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ days prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by Cantor and/or its designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later to occur of (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (bii) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by the Sponsor and/or their designees, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the date of the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) other than with respect to the Private Warrants, Extension Loan Warrants and Working Capital Warrants then held by the initial purchasers or their respective Permitted Transferees with respect to a redemption pursuant to Section 6.1 (an “Inapplicable Redemption”), at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant (other than a Private Warrant, Extension Loan Warrant or Working Capital Warrant in the event of an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined belowCompany, provided, however, that for so long as Private Warrants are beneficially owned by affiliates of EX Xxxxxx, a division of Benchmark Investments, LLC, including EX Xxxxxx Partners, LLC, such Private Warrants will not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Except as set forth in this Section 3.2, a Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business CombinationExercise Period”) (as described more fully in commencing immediately upon the effectiveness of the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination_______, 2015 and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company Company, in its sole discretion discretion, may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that any such extension of the duration of the Warrants shall apply equally to all of the Warrants, except that any amendment to the terms of the Representative’s Warrants shall be subject to any limitations and conditions that may be imposed by FINRA Corporate Finance Rule 2710. Should the Company will wish to extend the Expiration Date of the Warrants, the Company shall provide at least twenty (20) days’ prior written days advance notice to the NASDAQ Stock Market, LLC (or the principal trading market for the Warrants) of any such extension extension. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to registered holders and, provided further that any such extension shall be applied consistently to all the Common Stock issuable upon exercise of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, contractual arrangement, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i1) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii2) at 5:00 p.m.the liquidation of the Company, New York City time on and (3) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice to Registered Holders of any the Warrants of such extension of not less than 20 days prior to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrantsextension.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates a Business Combinationhereof, (ii) at 5:00 p.m.the liquidation of the Company, New York City time on and (iii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any of the Warrants of such extension shall be applied consistently to all of the Warrantsnot less than 20 days.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of thirty (a30) 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) and 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”); provided, however, that the Private Warrants issued to Stifel will not be exercisable more than five years from the commencement of sales of the Public Offering in accordance with FINRA Rule 5110(g)(8)(A). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) and 12 months from the date of that the closing of registration statement is declared effective by the Public OfferingSEC, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by Mx. Xxxx Kxx Xxx and/or their designees, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iiiy) the liquidation of the Trust Account Company in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination, and (defined belowz) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except other than with respect to the right Private Placement Warrants then held by the Sponsor or any Permitted Transferees; provided, however, that the exercise of any Warrant shall be subject to receive the Redemption Price (satisfaction of any applicable conditions, as set forth in Section 6 hereunder), as applicable, each outstanding subsection 3.3.2 below with respect to an effective registration statement. Each Warrant (other than a Private Placement Warrant then held by the Sponsor or any Permitted Transferees) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (ai) 30 days after the consummation by the Company of a its initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (ia) five years from the date that is five (5) years after consummation of the date on which the Company consummates a Business Combination, Combination and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and hereof (iii) in each case, the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement Combination and (iiiy) the liquidation of the Trust Account Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination (defined below) (the “Expiration Date”). The period ; provided, however, that the exercise of time from the date the Warrants will first become exercisable until the expiration of the Warrants any Warrant shall hereafter be referred to as the “Exercise Period.” Except with respect subject to the right to receive the Redemption Price (satisfaction of any applicable conditions, as set forth in Section 6 hereunder)subsection 3.3.2 below, as applicable, each outstanding with respect to an effective registration statement or a valid exemption therefrom being available. Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, provided that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of date that is thirty (a30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses or entities (“Business Combination”) (as described more fully as a “business combination” in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (defined below) as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (defined below) (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant Warrants may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”), and (ii) the date that is twelve (as described more fully in the Registration Statement12) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement Combination and (iiiy) the liquidation of the Trust Account Company in accordance with the Company’s amended and restated certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination (defined below) (the “Expiration Date”). The period ; provided, however, that the exercise of time from the date the Warrants will first become exercisable until the expiration of the Warrants any Warrant shall hereafter be referred to as the “Exercise Period.” Except with respect subject to the right to receive the Redemption Price (satisfaction of any applicable conditions, as set forth in Section 6 hereunder), as applicable, each outstanding 3.3.2 below with respect to an effective registration statement. Each Warrant (other than a Private Placement Warrant) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of SPAC Parties complete a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Corporation and one or more businesses or entities (the “Initial Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at on the earlier to occur of: (x) 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a SPAC Parties complete an Initial Business Combination, Combination or (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iiiy) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period Company; provided, however, that the exercise of time from the date the Warrants will first become exercisable until the expiration of the Warrants any Warrant shall hereafter be referred to as the “Exercise Period.” Except with respect subject to the right to receive the Redemption Price (satisfaction of any applicable conditions, as set forth in Section 6 hereunder), as applicable, each outstanding subsection 3.3.2 hereof with respect to an effective registration. Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after 31st day following the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, Termination Date and terminating at 5:00 p.m., New York City time on January 31, 2012. Notwithstanding the earlier foregoing, no Warrant shall be exercisable unless, at the time of exercise, a registration statement relating to occur the Common Stock issuable upon the exercise of (i) such Warrant is effective and current and a prospectus is available for use by the date that is five (5) years after holders thereof and the date on which Common Stock has been qualified or deemed to be exempt under the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation securities laws of the Trust Account (defined below) (“Expiration Date”)state of residence of the holder of such Warrants. The period of time from during which a Warrant may be exercised shall be deemed the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “"Exercise Period" and the termination of such Exercise Period shall be deemed the "Expiration Date.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding " Each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Public Warrants of such extension of not less than 20 days and, further provided further that any such extension shall be applied consistently to identical in duration among all of the Public Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of of: (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or ), and (bii) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (ix) the date that is five (5) years after from the date on which consummation of the Company consummates a Company’s initial Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iiiz) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share consolidation, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) ), or (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, Offering and terminating at the earlier to occur of: (x) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at the liquidation of the Company, or (z) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further provided, further, that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (ai) 30 days 12 months from the date of the Company’s final Prospectus related to its Public Offering or (ii) after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by LADENBURG TXXXXXXX & CO. INC. and/or their designees, such Private Placement Warrant may not be exercised after five (5) years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the effective date of the closing of the Public OfferingRegistration Statement, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, Combination and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ days prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public OfferingClosing , and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (iw) the date that is five (5) years after the date on which the Company consummates a Business CombinationClosing, (iix) at 5:00 p.m.the liquidation of the Company, New York City time on (y) the Redemption Date (as defined below) as provided in Section 6.3 hereof, or (z) the Alternative Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) or the Alternative Redemption Price, in the event of a redemption as set forth in Section 6 hereunderhereof (and subject to the terms and conditions thereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all the Warrants; and provided, further, that, in the event that the Company extends the duration of any of the Public Warrants, the duration of the Warrants shall be extended on an equivalent basis.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with involving the Company and one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of and [___________], 2016 [one year after the closing of the Public Offering], and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five consummation of a Business Combination (5) or, in the case of the $15 Exercise Price Sponsor Warrants, seven years after the date on which the Company consummates completion of a Business Combination), (ii) at 5:00 p.m.the liquidation of the Company, New York City time on and (iii) except in the case of the Private Warrants and $15 Exercise Price Sponsor Warrants, the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any of the Warrants of such extension shall be applied consistently to all of the Warrantsnot less than 20 days.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization asset acquisition or other similar business combination with or a combination of any of the foregoing, of one or more operating businesses or entities having collectively, a fair market value (as calculated in accordance with the requirements as set forth in the Company’s Amended and Restated Certificate of Incorporation) of at least 80% of the balance in the trust account (less the deferred underwriting discounts and commissions and taxes payable) at the time of such acquisition (a “Business Combination”) (as described more fully in the Registration Statement) ), or (b) 12 months from the date of the closing of the Public Offering___2008, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) ___, 2010, or (ii) the date that is five fixed for redemption of the Warrants as provided in Section 6 of this Agreement (5subject to extension in the limited circumstances set forth in Section 2 of the Warrants) years after (the date on which the Company consummates a Business Combinationexercise period terminates, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything contained in this Agreement to the contrary, so long as the Private Placement Warrants held by the Representative are held by the Representative or its designees or affiliates, such Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a Company’s initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) and (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after fifth anniversary of the date on which completion of the Company consummates a Company’s initial Business Combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder)) in the case of Public Warrants and any Private Warrants, as applicableExtension Loan Warrants or Working Capital Warrants held by any holder other than Sponsor and its permitted transferees, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing commencing, on the later of of, (a1) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b2) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing completion of the Public OfferingCompany’s initial business combination, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) (A) with respect to the Public Warrants, the Private Warrants (except as provided in the following clause (B)) and the Note Financing Warrants, five years following the completion of the Company’s initial business combination, and (B) only with respect to the Warrants purchased by Co-Sponsor II, five years from the effective date of the Registration Statement with respect to the Private Warrants, provided that is once the Private Warrants are not beneficially owned by Co-Sponsor II or any of its related persons anymore, the Private Warrants may not be exercised five (5) years after following the date on which completion of the Company consummates a Business CombinationCompany’s initial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined belowexcept as provided in Section 2.5) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) three years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m.the liquidation of the Company, New York City time on and (iii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any of the Warrants of such extension shall be applied consistently to all of the Warrantsnot less than 20 days.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share stock exchange, asset acquisition, stock purchase, recapitalization, reorganization acquisition or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Company’s Registration Statement) or (b) 12 months from the date of the closing of the Public Offering_____________, 2009, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination____________, 2013 or (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period Notwithstanding the foregoing, no Warrant shall be exercisable unless, at the time of time from exercise, a registration statement relating to the date Common Stock issuable upon the Warrants will first become exercisable until exercise of such a Warrant is effective and current and a prospectus is available for use by the expiration holders thereof and the Common Stock has been qualified or deemed to be exempt under the securities laws of the Warrants shall hereafter be referred to as state of residence of the “Exercise Period.” holder of such Warrants. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Warrants of such extension of not less than 20 days and, further provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a Company’s initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) and (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after fifth anniversary of the date on which completion of the Company consummates a Company’s initial Business Combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable) in the case of Public Warrants and any Private Warrants or Working Capital Warrants held by any holder other than Sponsor and its permitted transferees, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company Company’s initial Business Combination and (ii) 12 months following the effectiveness of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) five years following the date that is five (5) years after closing of the date on which the Company consummates a Company’s initial Business Combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) or the Company’s liquidation of upon its failure to consummate a Business Combination as described in the Trust Account (defined below) Registration Statement (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants. As used herein, the term “Business Combination” shall mean any acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) ), or (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, and terminating on the earlier to occur of: (x) at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at 5:00 p.m., New York City time on the liquidation of the Company or (z) the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by completion of the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Company’s initial business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants purchased by Holdings, provided that is once the Private Warrants are not beneficially owned, directly or indirectly, by Chardan Capital Markets, LLC or any of its related persons anymore, the Private Warrants may not be exercised five (5) years after following the date on which completion of the Company consummates a Business CombinationCompany’s initial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company (i) may not extend the duration of the Private Warrants by delaying the Expiration Date and (ii) will provide at least twenty (20) days’ prior written notice of any not less than 20 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization Business Combination or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date first anniversary of the closing of the Initial Public OfferingOffering consummation date, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after fifth anniversary of the date on which the Company consummates a Business Combination, Initial Public Offering consummation date; or (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date ; provided, however that, (i) the Warrants will first become shall not be exercisable until and the expiration Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to Common Stock issuable upon exercise of the Warrants shall hereafter is current and the Common Stock has been registered or qualified or deemed to be referred exempt under the securities laws of the state of residence of the holder of the Warrants and (ii) in addition to as the “Exercise Period.” exercise conditions set forth in this Section 3.2, the Founders’ Warrants may only become exercisable following the Company’s completion of a Business Combination if and when the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a 30 trading day period beginning 90 days after such Business Combination. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Company’s initial business combination with one or more businesses or entities and (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants purchased by CleanTech Sponsor I LLC and CleanTech Investments, LLC, provided that is once the Private Warrants are not beneficially owned by CleanTech Sponsor I LLC and CleanTech Investments, LLC or any of its related persons anymore, the Private Warrants may not be exercised five (5) years after following the date on which completion of the Company consummates a Business CombinationCompany’s initial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the Warrants issued to the Representatives will not be exercisable more than five years after the commencement of sales in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by the Sponsor and/or their designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by Cxxxx-Xxxxxx Capital Group LLC or Rxxx Capital Partners, LLC and/or their designees, such Private Placement Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar Company’s initial business combination with one or more businesses or entities and (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants purchased by Chardan NexTech Investments LLC, provided that is once the Private Warrants are not beneficially owned by Chardan Capital Markets, LLC or any of its related persons anymore, the Private Warrants may not be exercised five (5) years after following the date on which completion of the Company consummates a Business CombinationCompany’s initial business combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company (i) may not extend the duration of the Private Warrants by delaying the Expiration Date and (ii) will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, consolidation, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at the earlier to occur of: (x) 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at the liquidation of the Company, or (z) 5:00 p.m., New York City time time, on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ , prior written notice of any such extension to registered holders andRegistered Holders of the Warrants; provided, provided further further, that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Placement Warrant is held by EX Xxxxxx, a division of Benchmark Investments, LLC and/or their designees, such Private Placement Warrant may not be exercised after five (5) years from the effective date of the Registration Statement.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the Warrants issued to Jefferies will not be exercisable more than five years after the commencement of sales in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of date that is thirty (a30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding the foregoing, if the Company liquidates the Trust Account (defined below) because it is unable to consummate a Business Combination within the time period required by its Amended and Restated Memorandum and Articles of Association, then each outstanding Warrant shall become void on the date the Trust Account is liquidated and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on such date.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later to occur of (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (bii) 12 eighteen (18) months following from the date of the closing of the Public OfferingCompany’s initial public offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 and 9 months from the date of that the closing of registration statement is declared effective by the Public OfferingSEC, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of of: (ai) 30 the date that is thirty (30) days after the consummation by first date on which the Company of completes a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with combination, involving the Company and one or more businesses or entities (a “Business Combination”), and (ii) the date that is twelve (as described more fully in the Registration Statement12) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at 5:00 p.m.the liquidation of the Company, New York City time on or (z) the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunderdefined below), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of of: (ai) 30 days after following the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) Transaction or (bii) 12 months [ ], 2011 (one year from the date of the closing of the Public OfferingEffective Date), and terminating at 5:00 p.m., New York City time on the earlier to occur of (ix) five years from the date that is five (5) years after consummation of the date on which the Company consummates a Business Combination, Transaction; (ii) at 5:00 p.m.upon that date which is 18 months from the Effective Date, New York City or 24 months from the Effective Date if a letter of intent, agreement in principle or a definitive agreement has been executed within 18 months from the Effective Date and the Business Transaction relating thereto has not yet been completed within such 18-month period, in each case, if no Business Transaction is consummated within such time on frames; or (iii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) as applicable, the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Warrants of such extension of not less than 20 days and, further provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, hereof and terminating at 5:00 p.m., New York City time on the earlier earliest to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a Business Combinationhereof, (iiy) at 5:00 p.m.[reserved], New York City time on and (z) the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of 30 days after: (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or and (b) 12 months from the date that the registration statement is declared effective by the SEC (or up to 18 months from the date that the registration statement is declared effective by the SEC if the Company extends the period of time to consummate a business combination in addition to an automatic three-month extension if the closing of Company files a preliminary proxy statement, registration statement or similar filing for an initial business combination during the Public Offering12-month period or 18-month extended period), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (ai) 30 days after the consummation by completion of the Company of a Company’s initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) and (as described more fully in the Registration Statement) or (bii) 12 months from the date of following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after fifth anniversary of the date on which completion of the Company consummates a Company’s initial Business Combination, and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 6 of this Warrant Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable) in the case of Public Warrants and Potential Extension Warrants and any Private Warrants or Working Capital Warrants held by any holder other than Symphony and its permitted transferees, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any not less than 10 days to Registered Holders of such extension to registered holders and, provided further and that any such extension shall be applied consistently to identical in duration among all of the then outstanding Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing commencing, on the later of of, (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b2) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account Company (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing on the later of date that is thirty (a30) 30 days after the consummation by first date on which the Company of completes a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at on the earliest to occur of: (x) 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a completes its initial Business Combination, (iiy) at the liquidation of the Company, and (z) with respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period ; provided, however, that the exercise of time from the date the Warrants will first become exercisable until the expiration of the Warrants any Warrant shall hereafter be referred to as the “Exercise Period.” Except with respect subject to the right to receive the Redemption Price (satisfaction of any applicable conditions, as set forth in Section 6 hereunder)subsection 3.3.2 below, as applicable, each with respect to an effective registration statement. Each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants. Notwithstanding anything contained in this Agreement to the contrary, such Private Warrants may not be exercised after five years from the commencement of sales in the Offering.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, Combination and (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ days prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of date that is thirty (a30) 30 days after the consummation of the transactions contemplated by the Company of Merger Agreement (a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of of: (ix) the date that is five (5) years after the date on which the Company consummates a Business CombinationCombination is completed, (iiy) at 5:00 p.m.the liquidation of the Company, New York City time on or (z) other than with respect to the Private Placement Warrants, the Redemption Date (as defined below) as provided in Section 6.2 of this Agreement and hereof (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.”

Duration of Warrants. A Warrant may be exercised only during the period commencing commencing, on the later of of, (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of the closing of the this Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (A) commencing on the later of (ai) 30 the date that is thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses or entities (“Business Combination”) (as described more fully as a “business combination” in the Registration Statement) or and (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of (ix) the date that is five (5) years after the date on which the Company consummates a Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date (defined below) as provided in Section 6.2 of this Agreement and (iiiz) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (defined below) (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (A) commencing on the later of (ai) 30 the date that is thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses or entities (“Business Combination”) (as described more fully as a “business combination” in the Registration Statement) or and (bii) 12 the date that is twelve (12) months from the date of the closing of the Public Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of (ix) the date that is five (5) years after the date on which the Company consummates a Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date (defined below) as provided in Section 6.2 of this Agreement and (iiiz) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (defined below) (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders Registered Holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (ai) 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization purchase or other similar business combination with one or combination, as described more businesses or entities fully in the Company’s Registration Statement (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months 2008 [one year from the date of the closing of Company’s final prospectus contained in the Public OfferingRegistration Statement], and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) 2012 [four years from the date that is five (5) years after of the date on which Company’s final prospectus contained in the Company consummates a Business Combination, Registration Statement] or (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company Company, in its sole discretion discretion, may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Warrants of such extension of not less than 20 days and, further provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) Company (“Expiration Date”), provided, however, that the Warrants issued to Tiger Brokers will not be exercisable more than five years after the commencement of sales in accordance with FINRA Rule 5110(g)(8). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may only be -------------------- exercised only during the period (the "EXERCISE PERIOD"): 3.2.1 commencing on the later earlier of (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination which either by itself or, when combined with all of the Company's previous business combinations, has an aggregate transaction value of at least 50% of the initial amount held in a trust established by the Company pursuant to an agreement with Continental Stock Transfer and Trust Company immediately following the end of the Stabilization Period (as defined in the Offering Circular) (a "QUALIFIED BUSINESS COMBINATION"), and (ii) if one or more businesses or entities (“business combinations have occurred but a Qualified Business Combination”) (as described more fully in Combination has not occurred, the Registration Statement) or (b) date that is 12 months from the Admission Date (unless the deadline for consummating a Qualified Business Combination has been extended (the date of by which such Qualified Business Combination has to occur following such extension being the closing of "EXTENDED DATE"), in which case the Public Offering, and relevant date shall be the Extended Date); and 3.2.2 terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after fourth anniversary of the date on which the Company consummates a Business Combination, Admission Date and (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and Deed (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”"EXPIRATION DATE"). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth defined in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement Deed shall automatically cease at the close of business on the Expiration Date. The Company in its sole discretion may extend (but not shorten) the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the WarrantsExercise Period.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization Business Combination or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date first anniversary of the closing of the Initial Public OfferingOffering consummation date, and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after fifth anniversary of the date on which the Company consummates a Business Combination, Initial Public Offering consummation date; or (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date ; provided, however, that, (i) the Warrants will first become shall not be exercisable until and the expiration Company shall not be obligated to issue Common Stock unless, at the time a holder seeks to exercise the Warrants, a prospectus relating to Common Stock issuable upon exercise of the Warrants shall hereafter is current and the Common Stock has been registered or qualified or deemed to be referred exempt under the securities laws of the state of residence of the holder of the Warrants and (ii) in addition to as the “Exercise Period.” exercise conditions set forth in this Section 3.2, the Founders’ Warrants may only become exercisable following the Company’s completion of a Business Combination if and when the last sales price of the Common Stock exceeds the Floor Price for any 20 trading days within a 30 trading day period beginning 90 days after such Business Combination. Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.”

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“an Initial Business Combination”) Combination (as described more fully in the Registration Statementdefined below) or (bii) 12 months [one year from the date of the closing of the Public Offering, prospectus] and terminating at 5:00 p.m., New York City time time, on the earlier earliest to occur of (ix) [four years from the date of prospectus] , (y) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date fixed for redemption of Warrants as provided in Section 6.2 of this Agreement and (iiiz) in the liquidation case of Public Warrants, the Trust Account conversion by the holder of such Public Warrant of such holder's Common Stock, if the holder of such Public Warrant tenders such Public Warrant in connection with the exercise of Conversion rights (defined below) (the “Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder6), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Dateexpire. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to identical in duration among all Warrants. The term “Initial Business Combination” shall have the meaning set forth in the Company’s Amended and Restated Certificate of the WarrantsIncorporation.

Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which consummation of the Company consummates a Company’s initial Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) Combination or earlier upon redemption or the liquidation of the Trust Account (defined below) Company (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereunderhereof), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will shall provide at least twenty (20) days’ days prior written notice of any such extension to registered holders Registered Holders of the Warrants and, provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of (a) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing of the Public Offering), and terminating at 5:00 p.m., New York City time on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business Combination, (ii) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants. Notwithstanding anything to the contrary contained herein, for so long as any Private Warrant is held by the Sponsor and/or their designees, such Private Warrant may not be exercised after five years from the effective date of the Registration Statement.

Duration of Warrants. (a) A Class W or Class Z Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (ai) 30 days after the consummation by the Company of a merger, share capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization acquisition or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Company’s Registration Statement) or (bii) 12 months from the date of the closing of the April 11, 2006. Each Insiders’ Warrant and Public Offering, and terminating Warrant shall terminate at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates April 10, 2010 if a Business CombinationClass W Warrant or April 10, 2012 if a Class Z Warrant, as applicable, or (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Agreement (“Expiration Date”). Each Representative’s Warrant shall terminate at 5:00 p.m., New York City time time, on the Redemption Date earlier to occur of (i) April 10, 2010 or (ii) the date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and Agreement. (iiib) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of (ai) 30 days after the consummation by the Company of through a merger, share capital stock exchange, asset or stock acquisition, stock purchaseexchangeable share transaction, recapitalization, reorganization joint venture or other similar business combination with of at least majority ownership of one or more domestic or international operating businesses or entities in the business process outsourcing industry, having a fair market value of at least 80% of the Company’s net assets held in trust (net of taxes and amounts permitted to be disbursed for working capital purposes and excluding the amount held in the trust account representing the Representative’s deferred discount) at the time of such acquisition, as described more fully in the Company’s Registration Statement (“Business Combination”) (as described more fully in the Registration Statement) or (bii) 12 months from the date of the closing of the Public OfferingOctober 17, 2008, and terminating at 5:00 p.m., New York City time time, on the earlier to occur of (i) the date that is five (5) years after the date on which the Company consummates a Business CombinationOctober 17, 2011 or (ii) at 5:00 p.m., New York City time on the Redemption Date date fixed for redemption of the Warrants as provided in Section 6.2 6 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company Company, in its sole discretion discretion, may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders of the Warrants of such extension of not less than 20 days and, further provided further that any such extension shall be applied consistently to identical in duration among all of the Warrants. Notwithstanding the foregoing, a Warrant can expire unexercised regardless of whether a registration statement is current under the Act with respect to the Common Stock issuable upon exercise of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (“Exercise Period”): (A) commencing on the later of (a) 30 days after the consummation completion by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or (b) 12 months from the date of the closing consummation of the Public Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier to occur of (i) five years from the date that is five (5) years after the date on which the Company consummates consummation of a Business Combination, (ii) at 5:00 p.m.the liquidation of the Company if the Company fails to consummate a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation, New York City as the same may be amended from time on to time, and (iii) the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Trust Account (defined below) (“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below. The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) 20 days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all Registered Holders of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period (A) commencing on the later of (ai) 30 the date that is thirty (30) days after the consummation by the Company of a merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses or entities (“Business Combination”) and (as described more fully in ii) the Registration Statementdate that is twelve (12) or (b) 12 months from the date of the closing of the Public Offering, and (B) terminating at 5:00 p.m., New York City time on the earlier earliest to occur of (ix) the date that is five (5) years after the date on which the Company consummates a Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date (defined below) as provided in Section 6.2 of this Agreement and (iiiz) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (defined below) (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, Registered Holders and provided further that any such extension shall be applied consistently to all of the Warrants.

Duration of Warrants. A Warrant may be exercised only during the period commencing on the later of of: (ai) 30 days after the consummation by the Company of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (“Business Combination”) (as described more fully in the Registration Statement) or ), and (bii) 12 months from the date of the closing of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to occur of (ix) the date that is five (5) years after from the date on which consummation of the Company consummates a Company’s initial Business Combination, (iiy) at 5:00 p.m., New York City time on the Redemption Date as provided in Section 6.2 of this Agreement and (iiiz) the liquidation of the Trust Account (defined below) Company (“Expiration Date”). The period of time from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6 hereunder), as applicable, each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at the close of business 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all of the Warrants.