Common use of Management Stockholders Private Placement Purchase Agreement Clause in Contracts

Management Stockholders Private Placement Purchase Agreement. The Company’s management stockholders have executed and delivered an agreement, annexed as Exhibit 10.22 of the Registration Statement (the “Private Placement Purchase Agreement”), pursuant to which the management stockholders have purchased an aggregate of 6,000,000 warrants in a private placement intended to be exempt from registration under the Act under Section 4(2) of the Act (“Private Placement”) at a purchase price of $1.00 per warrant (“Placement Warrants”). The management stockholders and the Company have delivered executed copies of the Private Placement Purchase Agreement and the management stockholders have delivered the purchase price on or before the Closing Date. Pursuant to the Private Placement Purchase Agreement, (i) the $6,000,000 of proceeds from the sale of the Placement Warrants has been deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on or prior to the Closing Date, and (ii) each management stockholder has waived any and all rights and claims that he, she or it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement. There was no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Warrants.

Management Stockholders Private Placement Purchase Agreement. The Company’s management stockholders have executed and delivered an agreement, annexed as Exhibit 10.22 of the Registration Statement (the “Private Placement Purchase Agreement”), pursuant to which the management stockholders have purchased an aggregate of 6,000,000 4,200,000 warrants in a private placement intended to be exempt from registration under the Act under Section 4(2) of the Act (“Private Placement”) at a purchase price of $1.00 per warrant (“Placement Warrants”). The management stockholders and the Company have delivered executed copies of the Private Placement Purchase Agreement and the management stockholders have delivered the purchase price on or before the Closing Date. Pursuant to the Private Placement Purchase Agreement, (i) the $6,000,000 4,200,000 of proceeds from the sale of the Placement Warrants has been deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on or prior to the Closing Date, and (ii) each management stockholder has waived any and all rights and claims that he, she or it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants in the event that a Business Combination is not consummated and the Trust Account is liquidated in accordance with the terms of the Trust Agreement. There was no placement agent in the Private Placement and no party shall be entitled to a placement fee or expense allowance from the sale of the Placement Warrants.