Common use of Private Placement Clause in Contracts

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously (a) The Purchaser’s financial situation is such that the Purchaser can afford to bear the economic risk of holding the Securities for an indefinite period of time, and the Purchaser can afford to suffer the complete loss of the Purchaser’s investment in the Securities. (b) The Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the Purchaser’s investment in the Securities or the Purchaser has been advised by a representative possessing such knowledge and experience. (c) The Purchaser understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Securities and that following the date hereof there will be no public market for the Securities and that, accordingly, it may not be possible for the Purchaser to sell or pledge the Securities, or any interest in the Securities, in case of emergency or otherwise. (d) The Purchaser and the Purchaser’s representatives, including, to the extent the Purchaser deems appropriate, the Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the Closing DatePurchaser’s investment in the Securities, Sponsor will purchase from and the Purchaser understands and is aware of the risks related to such investment. (e) The Purchaser and the Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its respective representatives concerning the Company, pursuant the terms and conditions of the Purchaser’s acquisition of the Securities and related matters and to a Sponsor Purchase Agreement obtain all additional information which the Purchaser or the Purchaser’s representatives deem necessary. (f) The Purchaser is an “accredited investor” as such term is defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Regulation D promulgated under the Act pursuant 1933 Act. (g) The Purchaser does not have any plan or intention to Section 4(a)(2sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Securities immediately after the purchase of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementSecurities.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Purchaser understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to Shares by the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Company is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) thereof and (ii) there is no existing public or other market for the Shares. (b) Such Purchaser (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares and is capable of bearing the economic risks of such investment. (c) Such Purchaser is acquiring or will acquire the Shares to be acquired hereunder for its own account, for investment and not with a view to the public resale or distribution thereof, in violation of any securities law. (d) Such Purchaser understands that the Shares will be issued in a transaction exempt from the registration or qualification requirements of the Act. The private placement Securities Act and applicable state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such laws or is exempt from such registration or qualification. (e) Such Purchaser (i) has, to its knowledge, been furnished with or has had full access to all of the Placement Warrants information that it considers necessary or appropriate to Sponsor make an informed investment decision with respect to the Shares and that it has requested from the Representative is referred Company, (ii) has had an opportunity to herein as the “Private Placement.” None discuss with management of the Placement Warrants Company the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access and (iii) can bear the economic risk of (1) an investment in the Shares indefinitely and (2) a total loss in respect of such investment; it being understood that nothing set forth in this Section 4.4(e) shall affect the representations, warranties or other obligations of the Company, or the underlying Ordinary Sharesrights and remedies of such Purchaser, under this Agreement or otherwise in any way whatsoever. (f) may be sold, assigned or transferred by Sponsor or Such Purchaser qualifies as an "accredited investor" as such term is defined under Rule 501 under the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities Act.

Private Placement. Simultaneously with (a) Such Purchaser understands that (i) the Closing Date, Sponsor will purchase from offering and sale of the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public WarrantsSecurities, the “Warrants”), Conversion Shares and (ii) the Representative will purchase from Warrant Shares in the Company, pursuant to Issuance by the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Company is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) thereof and (ii) there is no existing public or other market for the Securities. (b) Such Purchaser (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities, the Conversion Shares and the Warrant Shares, and is capable of bearing the economic risks of such investment. (c) Such Purchaser is acquiring the Securities, the Conversion Shares and the Warrant Shares to be acquired hereunder for its own account (or for accounts over which it exercises investment authority or as otherwise provided herein), for investment and not with a view to the public resale or distribution thereof in violation of any securities law. (d) Such Purchaser understands that the Securities, the Conversion Shares and the Warrant Shares will be issued in a transaction exempt from the registration or qualification requirements of the Act. The private placement Securities Act and applicable state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such state securities laws or is exempt from such registration or qualification. (e) Such Purchaser (A) has been furnished with or has had full access to all of the Placement Warrants information that it considers necessary or appropriate to Sponsor make an informed investment decision with respect to the Securities, the Conversion Shares and the Representative is referred Warrant Shares and that it has requested from the Company, (B) has had an opportunity to herein as the “Private Placement.” None discuss with management of the Placement Warrants (or Company the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale intended business and financial affairs of the Placement Warrants shall be deposited into Company and to obtain information (to the Trust Account. The Representative acknowledges extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access and agrees that (C) can bear the Placement Warrants economic risk of (x) an investment in the Securities, the Conversion Shares and the underlying Ordinary Warrant Shares acquired by indefinitely and (y) a total loss in respect of such investment, and (D) has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the Representative pursuant risks of and form an investment decision with respect to its investment in the Securities, the Conversion Shares and the Warrant Shares and to protect its own interest in connection with such investment. (f) The foregoing representations with respect to the Representative Purchase Agreement (as defined below) will be deemed compensation by Conversion Shares and the Financial Industry Regulatory Authority (“FINRA”) Warrant Shares are made only if and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales extent the offering of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants Shares and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition Warrants constitutes an offering of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering Conversion Shares and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodWarrant Shares.

Private Placement. Simultaneously with (a) The Purchaser understands that (i) the Closing Date, Sponsor will purchase from offering and sale of the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical Securities by the Company to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Purchaser is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2section 4(2) of thereof, and (ii) there is no existing public or other market for the Act. Securities. (b) The private placement of the Placement Warrants Securities to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Purchaser pursuant to this Agreement are being acquired for its own account and without a view to making a distribution thereof in violation of the Representative Purchase Agreement Securities Act, without prejudice, however, to its right to sell or otherwise dispose of all or any part of such Securities in compliance with the provisions of the Securities Act and applicable state securities or "BLUE SKY" laws. (c) The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. (d) The Purchaser is an "ACCREDITED INVESTOR," as such term is defined belowin Regulation D under the Securities Act. (e) will The Purchaser acknowledges that the Company and, for purposes of the opinion to be deemed compensation delivered to the Purchaser pursuant to Section 7.2(k) hereof, Baker, Donelson, Bearman & Caldxxxx xxxl rely on the accuracy and truth of its representations in this Section 4.3, and the Purchaser hereby consents to such reliance. (f) The Purchaser has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of this transaction, as well as to obtain any information requested by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Purchaser. Any questions raised by the Purchaser concerning the transaction have been answered to lock-up for a period of 180 days immediately following the commencement of sales satisfaction of the Offering, subject Purchaser. The Purchaser's decision to certain limited exceptions, pursuant enter into the transactions contemplated hereby is based in part on the answers to FINRA Rule 5110(e)(1). Accordingly, such questions as the Placement Warrants Purchaser has raised concerning the transaction and on the Purchaser's own evaluation of the risks and merits of the purchase and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodCompany's proposed business activities.

Private Placement. Simultaneously with (a) Such Investor understands that the Closing Date, Sponsor will purchase from issuance of the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public WarrantsWarrant Shares, the “Warrants”), Series C Warrants and (ii) the Representative will purchase from Series D Warrants by the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Company is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) thereof. (b) Such Investor (i) is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) or (ii) is an institutional "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act. The private placement of ). (c) Such Investor is acquiring the Placement Warrants to Sponsor and Warrant Shares, the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Series C Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Series D Warrants for its own account (or for accounts over which it exercises investment authority), for investment and not with a view to the Representative Purchase Agreement resale or distribution thereof in violation of any securities law. (as defined belowd) will be deemed compensation by Such Investor understands that the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). AccordinglyWarrant Shares, the Placement Series C Warrants and the underlying Ordinary Shares acquired Series D Warrants will be issued in Transactions exempt from the registration or qualification requirements of the Securities Act and applicable state securities laws, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and such state securities laws or is exempt from such registration or qualification. (e) Such Investor (i) has been furnished with or has had full access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Warrant Shares, the Series C Warrants and the Series D Warrants and that it has requested from the Company, (ii) has had an opportunity to discuss with management of the Company the intended business and financial affairs of the Company and to obtain information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to it or to which it had access, and (iii) can bear the economic risk of (A) an investment in the Warrant Shares, the Series C Warrants and the Series D Warrants indefinitely and (B) a total loss in respect of such investment, and (iv) has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of and form an investment decision with respect to its investment in the Warrant Shares, the Series C Warrants and the Series D Warrants and to protect its own interest in connection with such investment. Such Investor has made the decision to make such investment based on its review of all information it deems relevant and has not relied on any advice, recommendation or information provided by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodCompany's financial advisor.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Purchaser understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant Securities by the Company to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement such Purchaser is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2section 4(2) thereof and Regulation D, and (ii) there is no existing public or other market for the Securities. (b) The Securities to be acquired by such Purchaser pursuant to this Agreement are being acquired for its own account and without a view to making a distribution thereof in violation of the Securities Act. The private placement , without prejudice, however, to its right to sell or otherwise dispose of all or any part of such Securities in compliance with the provisions of the Placement Warrants Securities Act and applicable state securities or "blue sky" laws. (c) Such Purchaser has sufficient knowledge and experience in financial and business matters so as to Sponsor be capable of evaluating the merits and risks of its investment in the Securities and such Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. (d) Each Purchaser is an "accredited investor," as such term is defined in Regulation D under the Securities Act. (e) Such Purchaser has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the Representative terms and conditions of this transaction, as well as to obtain any information requested by such Purchaser. Any questions raised by such Purchaser concerning the transaction have been answered to the satisfaction of such Purchaser. Such Purchaser's decision to enter into the transactions contemplated hereby is referred based in part on the answers to herein such questions as such Purchaser has raised concerning the “Private Placement.” None transaction and on such Purchaser's own evaluation of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale risks and merits of the Placement Warrants shall be deposited into purchase and the Trust Account. The Representative Company's proposed business activities. (f) Such Purchaser acknowledges and agrees that the Placement Warrants Company will rely, in part, on the accuracy and the underlying Ordinary Shares acquired by the Representative pursuant truth of its representations in this Section 4.3, and such Purchaser hereby consents to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodsuch reliance.

Private Placement. Simultaneously with (a) Such Rollover Investor’s financial situation is such that such Rollover Investor can afford to bear the Closing Date, Sponsor will purchase from economic risk of holding the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”Shares being purchased by such Rollover Investor hereunder for an indefinite period of time, and together with such Rollover Investor can afford to suffer the Public Warrants, complete loss of such Rollover Investor’s investment in the “Warrants”), Shares. (b) Such Rollover Investor’s knowledge and experience in financial and business matters are such that such Rollover Investor is capable of evaluating the merits and risks of such Rollover Investor’s investment in the Shares or such Rollover Investor has been advised by a representative possessing such knowledge and experience. (iic) Such Rollover Investor understands that the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, Shares acquired hereunder are a speculative investment which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at involves a purchase price high degree of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) risk of loss of the Act. The private placement entire investment therein, that there will be substantial restrictions on the transferability of the Placement Warrants to Sponsor Shares and that following the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Shares and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be sold, transferred, assigned, pledged possible for such Rollover Investor to sell or hypothecated nor may they be pledge the subject of any hedging, short sale, derivative, putShares, or call transaction that would result any interest in the effective economic disposition Shares, in case of emergency or otherwise. (d) Such Rollover Investor and such Rollover Investor’s representatives, including, to the extent such Rollover Investor deems appropriate, such Rollover Investor’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Rollover Investor’s investment in the Shares, and such Rollover Investor understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (e) Such Rollover Investor and such Rollover Investor’s representatives have been given the commencement opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, Target and their respective representatives concerning Parent, Target, the terms and conditions of sales such Rollover Investor’s acquisition of the Offering, except Shares and related matters and to any FINRA member participating obtain all additional information which such Rollover Investor or such Rollover Investor’s representatives deem necessary. (f) Such Rollover Investor is an “accredited investor” as such term is defined in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.Regulation D.

Private Placement. Simultaneously with (a) Purchaser understands that (i) the Closing Date, Sponsor will purchase offering and sale of the Shares under this Agreement is intended to be exempt from the Companyregistration requirements of the Securities Act of 1933, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to amended through the Public Warrants subject to certain exceptions date hereof (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”"Securities Act"), and (ii) there is no existing public or other market for the Shares and there can be no assurance that Purchaser will be able to sell or dispose of the Shares. (b) Purchaser is acquiring the Shares for its own account solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. (c) Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. (d) Purchaser is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. (e) Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. (f) Purchaser has been given the opportunity to ask questions of, and receive answers from, Sellers' Representative will purchase and Gentek Holdings and its Subsidiaries concerning the transactions contemplated by this Agreement, the Shares and other related matters. Sellers' Representative and Gentek Holdings have made available to Purchaser or its agents all documents and information requested by or on behalf of Purchaser relating to an investment in the Shares. In evaluating the suitability of an investment in the Shares, Purchaser has not relied upon any representations or other information (whether oral or written) made by or on behalf of Gentek Holdings, Gentek U.S., Sellers' Representative or any Seller other than as contemplated by the two preceding sentences and Article III and Article IV hereof. (g) Purchaser understands that it may not sell or dispose of any of the Shares other than pursuant to a registered offering, unless otherwise exempt from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) requirements of the Securities Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously (a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares. (b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience. (c) Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise. (d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Closing DateShares, Sponsor will purchase from and such Purchaser understands and is aware of the risks related to such investment. (e) Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, Target and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from their respective representatives concerning the Company, pursuant Target, the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to the Representative Purchase Agreement obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary. (f) Such Purchaser is an “accredited investor” as such term is defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.Regulation D.

Private Placement. Simultaneously with (a) The Purchaser understands that (i) the Closing Date, Sponsor will purchase from offering and sale of the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical Securities by the Company to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Purchaser is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2section 4(2) of thereof, and (ii) there is no existing public or other market for the Act. Securities. (b) The private placement of the Placement Warrants Securities to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative Purchaser pursuant to this Agreement are being acquired for its own account and without a view to making a distribution thereof in violation of the Representative Purchase Agreement Securities Act, without prejudice, however, to its right to sell or otherwise dispose of all or any part of such Securities in compliance with the provisions of the Securities Act and applicable state securities or "blue sky" laws. (c) The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and the Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. (d) The Purchaser is an "accredited investor," as such term is defined belowin Regulation D under the Securities Act. (e) The Purchaser acknowledges that the Company and, for purposes of the opinions to be delivered to the Purchaser pursuant to Section 7.2(n) hereof, Sidley & Austin will be deemed compensation rely on the accuracy and truth of its representations in this Section 4.3, and the Purchaser hereby consents to such reliance. (f) The Purchaser has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of this transaction, as well as to obtain any information requested by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject Purchaser. Any questions raised by the Purchaser concerning the transaction have been answered to lock-up for a period of 180 days immediately following the commencement of sales satisfaction of the Offering, subject Purchaser. The Purchaser's decision to certain limited exceptions, pursuant enter into the transactions contemplated hereby is based in part on the answers to FINRA Rule 5110(e)(1). Accordingly, such questions as the Placement Warrants Purchaser has raised concerning the transaction and on the Purchaser's own evaluation of the risks and merits of the purchase and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodCompany's proposed business activities.

Private Placement. Simultaneously (a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares. (b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience. (c) Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise. (d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Closing DateShares, Sponsor will purchase from and such Purchaser understands and is aware of the risks related to such investment. (e) Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company, pursuant the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to a Sponsor Purchase Agreement obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary. (f) Such Purchaser is an “accredited investor” as such term is defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.Regulation D.

Private Placement. Simultaneously with (a) The Unit Purchaser’s financial situation is such that the Closing Date, Sponsor will purchase from Unit Purchaser can afford to bear the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to economic risk of holding the Public Warrants subject to certain exceptions (the “Placement Warrants”Securities for an indefinite period of time, and together with the Public Warrants, Unit Purchaser can afford to suffer the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) complete loss of the Act. Unit Purchaser’s investment in the Securities. (b) The private placement Unit Purchaser’s knowledge and experience in financial and business matters are such that the Unit Purchaser is capable of evaluating the merits and risks of the Placement Warrants to Sponsor Unit Purchaser’s investment in the Securities or the Unit Purchaser has been advised by a representative possessing such knowledge and experience. (c) The Unit Purchaser understands that the Representative is referred to herein as the “Private Placement.” None Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the Placement Warrants (or entire investment therein, that there will be substantial restrictions on the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale transferability of the Placement Warrants shall be deposited into Securities and that following the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Securities and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be sold, transferred, assigned, pledged possible for the Unit Purchaser to sell or hypothecated nor may they be pledge the subject of any hedging, short sale, derivative, putSecurities, or call transaction that would result any interest in the effective economic disposition Securities, in case of emergency or otherwise. (d) The Unit Purchaser and the Unit Purchaser’s representatives, including, to the extent the Unit Purchaser deems appropriate, the Unit Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the Unit Purchaser’s investment in the Securities, and the Unit Purchaser understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (e) The Unit Purchaser and the commencement of sales Unit Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings and its representatives concerning Holdings or its Subsidiaries, the Acquisition, the terms and conditions of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder Unit Purchaser’s acquisition of the time periodSecurities and related matters and to obtain all additional information which the Unit Purchaser or the Unit Purchaser’s representatives deem necessary. (f) The Unit Purchaser is an “accredited investor” as such term is defined in Regulation D. (g) The Unit Purchaser does not have any plan or intention to sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Securities immediately after the purchase of the Securities.

Private Placement. Simultaneously (a) Such Investor is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act; (ii) aware that the sale of Shares to it is being made in reliance on a private placement exemption from registration under the Securities Act and that the Company is relying in part upon the truth and accuracy of, and such Investor’s compliance with, the representations, warranties, agreements, acknowledgments and covenants of such Investor set forth herein in order to determine the availability of such exemptions and the eligibility of such Investor to acquire the Shares and (iii) acquiring Shares for its own account and not with a view towards, or for resale in connection with, the Closing Datepublic sale or distribution thereof in a manner that would violate the Securities Act. If such Investor is acquiring the securities as a fiduciary or agent for one or more accounts, Sponsor such Investor represents that it has sole investment discretion with respect to each such account and it has full power to make the representations, acknowledgements, covenants and agreements set forth herein on behalf of such account. (b) Such Investor understands and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Shares have not been and, except as will purchase from be contemplated by the CompanyRegistration Rights Agreement, will not be registered under the Securities Act and that the Shares may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to a Sponsor Purchase Agreement an exemption from registration under the Securities Act provided by Rule 144 thereunder (as defined in Section 2.21.2 hereofif available), 4,000,000 private placement warrants(iii) pursuant to an effective registration statement under the Securities Act, which placement warrants are substantially identical or (iv) to the Public Warrants subject Company or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any State of the United States. (c) Such Investor (i) has such sufficient knowledge and experience in financial and business matters as to certain exceptions (be capable of evaluating the “Placement Warrants”, merits and together with risks of its prospective investment in the Public Warrants, the “Warrants”)Shares, and (ii) has the Representative will purchase from ability to bear the economic risks of its prospective investment. (d) Such Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Shares, (ii) it has had access to the Company’s public filings with the Commission and to such financial and other information as it deems necessary to make its decision to purchase the Shares, pursuant and (iii) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and receive answers thereto, each as it deemed necessary in connection with the decision to purchase the Shares. Each Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Shares. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Investors to rely thereon, or any of the other express terms and conditions of this Agreement. (e) Such Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements. (f) Except for the representations and warranties contained in Section 2 of this Agreement, each Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and such Investor has not relied upon, any other express or implied representation or warranty with respect to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical Company or any of its Subsidiaries or with respect to any other information provided to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Investors in a private placement intended to be exempt from registration under connection with the Act pursuant to Section 4(a)(2transactions contemplated by this Agreement. (g) Such Investor understands that upon the original issuance of the Act. The private placement Shares, and until such time as the same is no longer required under applicable requirements of the Placement Warrants Securities Act or applicable state securities laws, any certificates or other instruments representing the Shares, and all certificates or other instruments issued in exchange therefor or in substitution thereof, shall bear customary legends referencing such restrictions on transferability, and that the Company will make a notation on its records and give instructions to Sponsor and the Representative is referred to herein as the “Private Placement.” None any registrar or transfer agent of the Placement Warrants Shares in order to implement the restrictions on transfer set forth and described herein. (h) Such Investor understands that no U.S. or foreign government or regulatory authority or agency has passed on or made any recommendation or endorsement of the Shares or the underlying Ordinary Shares) may be sold, assigned fairness or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale suitability of the Placement Warrants shall be deposited into investment in the Trust Account. The Representative acknowledges and agrees that Shares nor have such authorities passed upon or endorsed the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales merits of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition offering of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodShares.

Private Placement. Simultaneously with (a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the Closing Date, Sponsor will purchase from economic risk of holding the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”Shares being purchased by such Purchaser hereunder for an indefinite period of time, and together with such Purchaser can afford to suffer the Public Warrants, complete loss of such Purchaser’s investment in the “Warrants”), Shares. (b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience. (iic) Such Purchaser understands that the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, Shares acquired hereunder are a speculative investment which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at involves a purchase price high degree of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) risk of loss of the Act. The private placement entire investment therein, that there will be substantial restrictions on the transferability of the Placement Warrants to Sponsor Shares and that following the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Shares and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be sold, transferred, assigned, pledged possible for such Purchaser to sell or hypothecated nor may they be pledge the subject of any hedging, short sale, derivative, putShares, or call transaction that would result any interest in the effective economic disposition Shares, in case of emergency or otherwise. (d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Shares, and such Purchaser understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (e) Such Purchaser and such Purchaser’s representatives have been given the commencement opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, Target and their respective representatives concerning Parent, Target, the terms and conditions of sales such Purchaser’s acquisition of the Offering, except Shares and related matters and to any FINRA member participating obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary. (f) Such Purchaser is an “accredited investor” as such term is defined in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.Regulation D.

Private Placement. Simultaneously with (a) Each ERC Shareholder understands that (i) the Closing Date, Sponsor shares of Purchaser Common Stock will purchase not be registered under the Securities Act on the ground that the offering and sale of the shares of Purchaser Common Stock are exempt from the Company, registration pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof)4(2) of the Securities Act, 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from resale or other disposition of the Company, shares of Purchaser Common Stock is restricted pursuant to the Representative Purchase securities laws and the Stockholders' Agreement and (as defined iii) there can be no assurance that such ERC Shareholder will be able to sell or dispose of such shares purchased by it pursuant to this Agreement. (b) The shares of Purchaser Common Stock to be issued to each ERC Shareholder are being acquired for investment only and not with a view to any sale or distribution of such shares or any part thereof in Section 2.21.3 hereof)violation of the Securities Act. Each ERC Shareholder agrees at all times to sell or otherwise dispose of all or any part of the shares of Purchaser Common Stock only pursuant to a registration, 2,000,000 Placement Warrantsor exemption therefrom, which Placement Warrants are substantially identical under the Securities Act and in compliance with applicable state securities laws. Each such ERC Shareholder shall take any steps necessary to ensure that any purchaser thereof shall agree not to sell or otherwise dispose of shares of Purchaser Common Stock except in compliance with the Public Warrants subject to certain exceptionsrequirements contained in the preceding sentence. (c) Each ERC Shareholder is an "accredited investor" within the meaning of Rule 501 promulgated under the Securities Act and has such knowledge and experience, each at a purchase price of $1.00 per Placement Warrantor has consulted with persons having knowledge and experience, in a private placement intended financial and business matters as to be exempt from registration under capable of evaluating the Act pursuant merits and risks of an investment in the shares of Purchaser Common Stock. Such ERC Shareholder has received all the information that such ERC Shareholder deems material to Section 4(a)(2) his or her evaluation of the Actbusiness, assets, liabilities, financial condition and results of operations of Purchaser and all the information that such ERC Shareholder has requested from Purchaser and considers necessary or appropriate for deciding whether to acquire the shares of Purchaser Common Stock. The private placement Such ERC Shareholder has the ability to bear the economic risks of such ERC Shareholder's prospective investment and such ERC Shareholder is able, without materially impairing such financial condition, to hold the Placement Warrants shares of Purchaser Common Stock for an indefinite period of time and to Sponsor and suffer complete loss on such ERC Shareholder's investment, in the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of event such a Business Combinationloss should occur. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative Each ERC Shareholder acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired shares of Purchaser Common Stock received by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any such person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain are subject to the lock-up restriction for various restrictions and other provisions contained in the remainder of the time periodStockholders' Agreement.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) The Purchaser understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Series A Preferred is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) of the Act. The private placement of Securities Act and (ii) there is no existing public or other market for the Placement Warrants to Sponsor Series A Preferred and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may there can be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees no assurance that the Placement Warrants and Purchaser will be able to sell or dispose of such Series A Preferred purchased by the underlying Ordinary Shares Purchaser pursuant to this Agreement. (b) The Series A Preferred to be acquired by the Representative Purchaser pursuant to this Agreement are being acquired for the Representative Purchase Purchaser's own account and without a view to the public distribution of such Series A Preferred or any interest therein. (c) The Purchaser is an "Accredited Investor" as such term is defined in Regulation D. (d) The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Series A Preferred and the Purchaser is capable of bearing the economic risks of such investment. (e) The Purchaser has been furnished with and has carefully read a copy of the Exhibits and Schedules to this Agreement and has been given the opportunity to ask questions of, and receive answers from, the Issuer concerning the Issuer and its Subsidiaries, the terms and conditions of the Series A Preferred and other related matters. (as defined belowf) will be deemed compensation The Purchaser acknowledges that, in making its investment decision with respect to the Series A Preferred, it has not relied on (i) any drafts of the offering memorandum for the high yield offering contemplated by the Financial Industry Regulatory Authority (“FINRA”) Issuer and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales an affiliate of the OfferingPurchaser received to date, subject to certain limited exceptions(ii) the 1997-2001 Econophone business plan, pursuant to FINRA Rule 5110(e)(1). Accordingly, (iii) Exhibit C hereto or (iv) the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodTELCO Global Communications TGC business plan.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Buyer understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the 1933 Act pursuant and (ii) there is only a limited market for the relevant Securities, and there can be no assurance that any Buyer will be able to Section 4(a)(2) sell or dispose of the Act. The private placement relevant Securities to be purchased by such Buyer. (b) Such Buyer's financial situation is such that such Buyer can afford to bear the economic risk of holding the relevant Securities acquired hereunder for an indefinite period of time, and such Buyer can afford to suffer the complete loss of the Placement Warrants to Sponsor investment in the relevant Securities. (c) Such Buyer's knowledge and experience in financial and business matters are such that it is capable of evaluating the Representative is referred to herein as the “Private Placement.” None merits and risks of the Placement Warrants investment in the relevant Securities, or such Buyer has been advised by a representative possessing such knowledge and experience. (d) Such Buyer understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Securities as set forth in the Investors' Agreement, and that for an indefinite period following the date hereof there will be no (or only a limited) public market for the underlying Ordinary Shares) may be soldSecurities and that, assigned or transferred by Sponsor or the Representativeaccordingly, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for such Buyer to sell the Securities in case of emergency or otherwise. (e) Such Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged its professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the investment in the Securities, and such Buyer understands and is aware of the risks related to such investment. (f) Such Buyer and its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Seller and its representatives concerning the terms and conditions of the acquisition of the Securities and related matters and to obtain all additional information which such Buyer or hypothecated nor may they its representatives deem necessary. (g) All information which such Buyer has provided to Seller and its representatives concerning such Buyer and such Buyer's financial position is true, complete and correct, and such Buyer agrees to promptly notify Seller if at any time this ceases to be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject case prior to the lock-up restriction for Closing. (h) Such Buyer is an "accredited investor" as such term is defined in Regulation D under the remainder of the time period1933 Act.

Private Placement. Simultaneously (a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares. (b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience. (c) Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise. (d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Closing DateShares, Sponsor will purchase from and such Purchaser understands and is aware of the risks related to such investment. (e) Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, the Company and their respective representatives concerning Parent and the Company, pursuant the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary. (f) Such Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D. (g) The Purchaser hereby represents that neither it nor any of its affiliates or other related parties is a Sponsor Purchase Agreement (“bad actor,” as defined in Section 2.21.2 hereof)Rule 506(d) promulgated under the Securities Act. (h) No Purchaser has any plan or intention to sell, 4,000,000 private placement warrantsexchange, which placement warrants transfer or otherwise dispose of (including by way of gift) any of its shares of Parent Stock immediately after the purchase of any such shares. (i) Such Purchaser understands that the Shares are substantially identical to characterized as “restricted securities” under the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase Securities Act inasmuch as they are being acquired from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Parent in a private placement intended to transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be exempt from resold without registration under the Securities Act pursuant to Section 4(a)(2) only in certain limited circumstances. In this connection, such Purchaser represents that such Purchaser is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees Such Purchaser understands that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Parent is under no obligation to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of register any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities sold hereunder, except for any such obligation pursuant to that certain Stockholders Agreement, by any person for 180 days immediately following the commencement and among Parent and certain stockholders of sales Parent, dated as of the Offering, except to any FINRA member participating in date hereof. (j) Such Purchaser understands that the Offering certificates evidencing the Shares and the officers, partners, registered persons or affiliates shares of common stock of the Purchaser issued upon conversion thereof, if all securities so transferred remain subject any, may bear the legends set forth below, in addition to the lock-up restriction for the remainder of the time periodany other legends deemed appropriate by Parent: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OF STOCK OR SERIES OF ANY CLASS ARE SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH A COPY OF THE CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE COMPANY WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.”

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant Each Purchaser (other than a DLJMB Purchaser) represents and warrants to a Sponsor Purchase Agreement Holdings that: (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) such Purchaser understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2and (ii) there is no existing public or other market for any of the Act. The private placement Securities and there can be no assurance that any Purchaser will be able to sell or dispose of the Placement Warrants Securities to Sponsor be purchased by such Purchaser; (b) such Purchaser's financial situation is such that such Purchaser can afford to bear the economic risk of holding the Securities acquired hereunder for an indefinite period of time, such Purchaser has adequate means for providing for such Purchaser's needs and contingencies and can afford to suffer the Representative is referred to herein as the “Private Placement.” None complete loss of the Placement Warrants investment in the Securities; (or c) such Purchaser understands that the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation Securities acquired hereunder are a speculative investment which involves a high degree of a Business Combination. Certain proceeds from the sale risk of loss of the Placement Warrants shall be deposited into entire investment therein, that there are substantial restrictions on the Trust Account. The Representative acknowledges transferability of the Securities as set forth herein, and agrees that for an indefinite period following the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up no public market for a period of 180 days immediately following the commencement of sales any of the OfferingSecurities and that, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be sold, transferred, assigned, pledged possible for such Purchaser to sell the Securities in case of emergency or hypothecated nor may they be otherwise; (d) available to them in connection with the subject of any hedging, short sale, derivative, put, or call transaction that would result investment in the effective economic disposition Securities, and such Purchaser understands and has taken cognizance of all the risks related to such investment; (e) such Purchaser and his or her representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings and its representatives concerning the terms and conditions of the securities by any person for 180 days immediately following the commencement of sales acquisition of the OfferingSecurities, except the Transaction, the financing thereof and related matters and to any FINRA member participating in the Offering obtain all additional information which such Purchaser or his or her representatives deem necessary; and (f) all information which such Purchaser has provided to Holdings and the officersits representatives concerning such Purchaser and such Purchaser's financial position is true, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodcomplete and correct.

Private Placement. Simultaneously with (a) Proha understands that the Closing Date, Sponsor will purchase from offering and sale of the Company, pursuant Opus Shares by the Company to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Proha is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) thereof. (b) The Opus Shares to be acquired by Proha pursuant to this Agreement are being acquired for its own account and without a view to making a distribution thereof in violation of the Securities Act. The private placement , without prejudice, however, to its right to sell or otherwise dispose of all or any part of such Opus Shares in compliance with the provisions of the Placement Warrants Securities Act and applicable state securities or "blue sky" laws. (c) Proha has sufficient knowledge and experience in financial and business matters so as to Sponsor be capable of evaluating the merits and risks of its investment in the Opus Shares and Proha is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. (d) Proha is an "accredited investor," as such term is defined in Rule 501(a) under Regulation D under the Securities Act. (e) Proha acknowledges that the Company will rely on the accuracy and truth of its representations in this Section 4.26, and Proha hereby consents to such reliance. (f) Proha has had the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the Representative terms and conditions of this transaction, as well as to obtain any information requested by Proha. Any questions raised by Proha concerning the transaction have been answered to the satisfaction of Proha. Proha's decision to enter into the transactions contemplated hereby is referred to herein as the “Private Placement.” None based solely on Proha's own evaluation of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale risks and merits of the Placement Warrants shall be deposited into purchase of the Trust Account. The Representative Opus Shares and the Company's business activities. (g) Proha acknowledges and agrees that the Placement Warrants and certificate(s) representing the underlying Ordinary Opus Shares acquired by the Representative to be delivered to Proha pursuant to Section 2.2(b), shall bear the Representative Purchase Agreement following legends: THE SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE (as defined belowTHE "COMMON STOCK"), OF OPUS360 ("OPUS") will be deemed compensation by the Financial Industry Regulatory Authority REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE UNITED STATES ABSENT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THE TRANSFER OF THE COMMON STOCK EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER PROVIDED FOR IN THE SHARE EXCHANGE AGREEMENT, BY AND BETWEEN OPUS AND PROHA PLC (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering"PROHA"), subject to certain limited exceptionsDATED AS OF APRIL 11, pursuant to FINRA Rule 5110(e)(12001 (THE "SHARE EXCHANGE AGREEMENT"). AccordinglyA COPY OF THE SHARE EXCHANGE AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF OPUS AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF OPUS. THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE MAY BE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be soldBY AND BETWEEN OPUS AND PROHA, transferredDATED AS OF APRIL 11, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period2001 (THE "REGISTRATION RIGHTS AGREEMENT"). A COPY OF THE REGISTRATION RIGHTS AGREEMENT IS ON FILE AT THE EXECUTIVE OFFICES OF OPUS AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST TO THE SECRETARY OF OPUS.

Private Placement. Simultaneously with (a) The Purchaser’s financial situation is such that the Closing Date, Sponsor will purchase from Purchaser can afford to bear the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to economic risk of holding the Public Warrants subject to certain exceptions (the “Placement Warrants”Securities for an indefinite period of time, and together with the Public Warrants, Purchaser can afford to suffer the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) complete loss of the Act. Purchaser’s investment in the Securities. (b) The private placement Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the Placement Warrants to Sponsor Purchaser’s investment in the Securities or the Purchaser has been advised by a representative possessing such knowledge and experience. (c) The Purchaser understands that the Representative is referred to herein as the “Private Placement.” None Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the Placement Warrants (or entire investment therein, that there will be substantial restrictions on the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale transferability of the Placement Warrants shall be deposited into Securities and that following the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Securities and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be sold, transferred, assigned, pledged possible for the Purchaser to sell or hypothecated nor may they be pledge the subject of any hedging, short sale, derivative, putSecurities, or call transaction that would result any interest in the effective economic disposition Securities, in case of emergency or otherwise. (d) The Purchaser and the Purchaser’s representatives, including, to the extent the Purchaser deems appropriate, the Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the Purchaser’s investment in the Securities, and the Purchaser understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (e) The Purchaser and the commencement of sales Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent and their respective representatives concerning Parent, the Merger, the terms and conditions of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder Purchaser’s acquisition of the time periodSecurities and related matters and to obtain all additional information which the Purchaser or the Purchaser’s representatives deem necessary. (f) The Purchaser is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. (g) The Purchaser does not have any plan or intention to sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Securities immediately after the purchase of the Securities.

Private Placement. Simultaneously (a) Such Purchaser’s financial situation is such that such Purchaser can afford to bear the economic risk of holding the Shares being purchased by such Purchaser hereunder for an indefinite period of time, and such Purchaser can afford to suffer the complete loss of such Purchaser’s investment in the Shares. (b) Such Purchaser’s knowledge and experience in financial and business matters are such that such Purchaser is capable of evaluating the merits and risks of such Purchaser’s investment in the Shares or such Purchaser has been advised by a representative possessing such knowledge and experience. (c) Such Purchaser understands that the Shares acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Shares and that following the date hereof there will be no public market for the Shares and that, accordingly, it may not be possible for such Purchaser to sell or pledge the Shares, or any interest in the Shares, in case of emergency or otherwise. (d) Such Purchaser and such Purchaser’s representatives, including, to the extent such Purchaser deems appropriate, such Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with such Purchaser’s investment in the Closing DateShares, Sponsor will purchase from and such Purchaser understands and is aware of the risks related to such investment. (e) Such Purchaser and such Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Parent, the Company and their respective representatives concerning Parent and the Company, pursuant the terms and conditions of such Purchaser’s acquisition of the Shares and related matters and to a Sponsor Purchase Agreement obtain all additional information which such Purchaser or such Purchaser’s representatives deem necessary. (f) Such Purchaser is an “accredited investor” as such term is defined in Section 2.21.2 hereof)Regulation D. (g) No Purchaser has any plan or intention to sell, 4,000,000 private placement warrantsexchange, which placement warrants transfer or otherwise dispose of (including by way of gift) any of its shares of Parent Stock immediately after the purchase of any such shares. (h) Such Purchaser understands that the Shares are substantially identical to characterized as “restricted securities” under the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase Securities Act inasmuch as they are being acquired from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, Parent in a private placement intended to transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be exempt from resold without registration under the Securities Act pursuant to Section 4(a)(2) only in certain limited circumstances. In this connection, such Purchaser represents that such Purchaser is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees Such Purchaser understands that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant Parent is under no obligation to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of register any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following sold hereunder. (i) Such Purchaser understands that the commencement certificates evidencing the Shares [and the shares of sales common stock of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates Purchaser issued upon conversion thereof, if all securities so transferred remain subject any,] may bear the legends set forth below, in addition to the lock-up restriction for the remainder of the time periodany other legends deemed appropriate by Parent: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS OF EACH CLASS OF STOCK OR SERIES OF ANY CLASS ARE SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY. THE COMPANY WILL FURNISH A COPY OF THE CERTIFICATE OF INCORPORATION, AS AMENDED, OF THE COMPANY WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS.”

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement Purchaser represents and warrants are substantially identical to the Public Warrants subject to certain exceptions Company that: (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and i) Purchaser understands that (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Shares is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2and (ii) there is no existing public or other market for any of the Act. The private placement Shares and there can be no assurance that Purchaser will be able to sell or dispose of the Placement Warrants Shares to Sponsor be purchased by Purchaser; (ii) Purchaser's financial situation is such that Purchaser can afford to bear the economic risk of holding the Shares acquired hereunder for an indefinite period of time, Purchaser has adequate means for providing for Purchaser's needs and contingencies and can afford to suffer the Representative is referred to herein as the “Private Placement.” None complete loss of the Placement Warrants investment in the Shares; (or iii) Purchaser understands that the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation Shares acquired hereunder are a speculative investment which involves a high degree of a Business Combination. Certain proceeds from the sale risk of loss of the Placement Warrants shall be deposited into entire investment therein, that there are substantial restrictions on the Trust Account. The Representative acknowledges transferability of the Shares as set forth herein, in the Shares and agrees in the Shareholders Agreement, and that for an indefinite period following the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up no public market for a period of 180 days immediately following the commencement of sales any of the OfferingShares and that, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for Purchaser to sell the Shares in case of emergency or otherwise; (iv) Purchaser and his, transferredher or its representatives, assignedincluding his, pledged her or hypothecated nor may they be its professional, financial, tax and other advisors, have carefully reviewed all documents available to them in connection with the subject of any hedging, short sale, derivative, put, or call transaction that would result investment in the effective economic disposition Shares, and Purchaser understands and has taken cognizance of all the risks related to such investment; (v) Purchaser and his, her or its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and each of its subsidiaries and concerning the terms and conditions of the securities by any person for 180 days immediately following the commencement of sales acquisition of the OfferingShares, except and related matters and to any FINRA member participating in the Offering and the officersobtain all additional information which Purchaser or his, partners, registered persons her or affiliates thereof, if its representatives deem necessary; and (vi) all securities so transferred remain subject information which Purchaser has provided to the lock-up restriction for the remainder of the time periodCompany and its representatives concerning Purchaser and Purchaser's financial position is true, complete and correct.

Private Placement. Simultaneously (a) The Purchaser has sufficient knowledge and experience in business and financial matters to enable the Purchaser to evaluate the Bonds, the credit of the District, the collateral and the Bond terms and that the Purchaser will make its own independent credit analysis and decision to purchase the Bonds based on independent examination and evaluation of the transaction and the information deemed appropriate. (b) The Purchaser acknowledges that no credit rating has been sought or obtained with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical respect to the Public Warrants subject Bonds. (c) The Purchaser acknowledges that no official statement has been prepared for the Bonds, and that the District will not be entering into a continuing disclosure agreement with respect to the Bonds; provided, however, that the District has agreed to provide certain exceptions ongoing information to the Purchaser. (d) The Purchaser states that (a) it is a commercial bank with total assets of at least $50 million; (b) it is capable of evaluating investment independently; (c) it is exercising independent judgment in evaluating (i) the recommendation of Xxxxx Xxxxxxx & Co. (the “Placement WarrantsAgent”) or its associated persons; and (ii) the quality of execution of the Purchaser’s transactions by the Placement Agent; and (c) the Purchaser has timely access to material information that is available publicly through established industry sources as defined in Municipal Securities Rulemaking Board (MSRB) Rule G-47; (e) The Purchaser is purchasing the Bonds solely for its own account, and together not with a view to, or in connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to the Public Warrantsunderstanding that disposition of Purchaser’s property will remain at all times within its control). The Purchaser has directed that no CUSIP number shall be obtained for the Bonds or that the Bonds be DTC eligible as of their initial purchase. (f) The Purchaser understands that the Bonds (i) have not been registered under the Securities Act of 1933, as amended (the “WarrantsSecurities Act”), and (ii) have not been registered or qualified under any state securities or “Blue Sky” laws, and that the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Indenture has not been qualified under the Trust Indenture Act pursuant to Section 4(a)(2of 1939, as amended. (g) The Purchaser has been furnished with and has examined the Bonds, the Indenture and other documents, certificates and the legal opinions delivered in connection with the issuance of the Act. Bonds. (h) The private placement Purchaser understands that the District and the Placement Agent and their respective counsel and Bond Counsel will rely upon the accuracy and truthfulness of the Placement Warrants representations and warranties contained herein and hereby consents to Sponsor such reliance. (i) The interest rates on the Bonds are reasonable based upon current market conditions and the Representative there is referred to herein as the no “Private Placement.blending” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodtwo rates.

Private Placement. Simultaneously It is an "accredited investor" within the meaning of NI 45-106 and Regulation D under the U.S. Securities Act and is purchasing its Proportionate Share of the Purchased Preferred Shares as principal, solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof . It represents that: (i) it understands that the Closing Date, Sponsor will purchase from Purchased Preferred Shares and the Company, pursuant to Exchange Common Shares are being offered on a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 "private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be placement" basis exempt from registration under Securities Laws, and, therefore, may not be transferred or sold in the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative United States except pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by registration provisions of the Financial Industry Regulatory Authority (“FINRA”) U.S. Securities Act or pursuant to an applicable exemption therefrom and will therefore be subject to lock-up for a period of 180 days immediately following state securities laws and regulations, as applicable; (ii) it understands that no Securities Regulator has reviewed or passed on the commencement of sales merits of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, Purchased Preferred Shares or the Placement Warrants Exchange Common Shares; (iii) it understands that there is no government or other insurance covering the Purchased Preferred Shares or the Exchange Common Shares; (iv) it understands that there are risks associated with the purchase of the Purchased Preferred Shares and the underlying Ordinary Exchange Common Shares; and (v) it understands that there are restrictions on its ability to resell the Purchased Preferred Shares acquired by and the Representative pursuant Exchange Common Shares under applicable Laws, it is its own responsibility to find out what those restrictions are and to comply with them before selling the Representative Purchase Agreement may not be soldPurchased Preferred Shares or the Exchange Common Shares and, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result except as otherwise set out in the effective economic disposition of Transaction Agreements, neither the securities by Parent nor the Issuer has agreed to take any person for 180 days immediately following the commencement of sales of the Offering, except action to any FINRA member participating facilitate such resale in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodaccordance with applicable Laws.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Buyer understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement 1933 Act and (ii) there is no existing public market for the relevant Securities, and there can be no assurance that any Buyer will be able to sell or dispose of the Placement Warrants relevant Securities to Sponsor be purchased by such Buyer. (b) Such Buyer's financial situation is such that such Buyer can afford to bear the economic risk of holding the relevant Securities acquired hereunder for an indefinite period of time, and such Buyer can afford to suffer the Representative is referred to herein as the “Private Placement.” None complete loss of the Placement Warrants investment in the relevant Securities. (or c) Such Buyer's knowledge and experience in financial and business matters are such that it is capable of evaluating the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale merits and risks of the Placement Warrants shall be deposited into investment in the Trust Account. The Representative acknowledges relevant Securities, or such Buyer has been advised by a representative possessing such knowledge and agrees experience. (d) Such Buyer understands that the Placement Warrants Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Securities as set forth in the Investors' Agreement, and that for an indefinite period following the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Securities and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for such Buyer to sell the Securities in case of emergency or otherwise. (e) Such Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged or hypothecated nor may they be its professional, financial, tax and other advisors, have had the subject of any hedging, short sale, derivative, put, or call transaction that would result opportunity to review all documents provided to them in connection with the investment in the effective economic disposition Securities, and such Buyer understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (f) Such Buyer and its representatives have been given the commencement of sales opportunity to examine all documents and to ask questions of, and to receive answers from, ExistingSub and its representatives concerning the terms and conditions of the Offering, except to any FINRA member participating in acquisition of the Offering Securities and the officers, partners, registered persons transactions contemplated by the Transaction Documents and to obtain all additional information which such Buyer or affiliates thereof, if all securities so transferred remain subject to its representatives deem necessary. (g) Such Buyer is an "accredited investor" as such term is defined in Regulation D under the lock-up restriction for the remainder of the time period1933 Act.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Buyer understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the Act pursuant to Section 4(a)(24(2) of the Act. The private placement 1933 Act and (ii) there is no existing public market for the relevant Securities, and there can be no assurance that any Buyer will be able to sell or dispose of the Placement Warrants relevant Securities to Sponsor be purchased by such Buyer. (b) Such Buyer's financial situation is such that such Buyer can afford to bear the economic risk of holding the relevant Securities acquired hereunder for an indefinite period of time, and such Buyer can afford to suffer the Representative is referred to herein as the “Private Placement.” None complete loss of the Placement Warrants investment in the relevant Securities. (or c) Such Buyer's knowledge and experience in financial and business matters are such that it is capable of evaluating the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale merits and risks of the Placement Warrants shall be deposited into investment in the Trust Account. The Representative acknowledges relevant Securities, or such Buyer has been advised by a representative possessing such knowledge and agrees experience. (d) Such Buyer understands that the Placement Warrants Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Securities as set forth in the Investors' Agreement, and that for an indefinite period following the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Securities and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for such Buyer to sell the Securities in case of emergency or otherwise. (e) Such Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged or hypothecated nor may they be its professional, financial, tax and other advisors, have had the subject of any hedging, short sale, derivative, put, or call transaction that would result opportunity to review all documents provided to them in connection with the investment in the effective economic disposition Securities, and such Buyer understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (f) Such Buyer and its representatives have been given the commencement of sales opportunity to examine all documents and to ask questions of, and to receive answers from, MergerSub and its representatives concerning the terms and conditions of the Offering, except to any FINRA member participating in acquisition of the Offering Securities and the officers, partners, registered persons transactions contemplated by the Transaction Documents and to obtain all additional information which such Buyer or affiliates thereof, if all securities so transferred remain subject to its representatives deem necessary. (g) Such Buyer is an "accredited investor" as such term is defined in Regulation D under the lock-up restriction for the remainder of the time period1933 Act.

Private Placement. Simultaneously (a) The Preferred Stock to be acquired by Purchaser or LS Purchaser hereunder will be acquired for Purchaser’s or LS Purchaser’s own account, and not with a view to the Closing Dateresale or distribution of any part thereof in violation of the Securities Act or any applicable state securities Laws, Sponsor will purchase from and each of Purchaser and LS Purchaser, as applicable, have no present intention of selling, granting any participation in, or otherwise distributing the Companysame in violation of the Securities Act or any applicable state securities Laws, pursuant without prejudice, however, to Purchaser’s and LS Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Preferred Stock (or Underlying Common Stock into which such Preferred Stock may be converted) in compliance with applicable securities Laws. Nothing contained herein shall be deemed a Sponsor Purchase Agreement representation or warranty by Purchaser or LS Purchaser to hold the Preferred Stock (or Underlying Common Stock into which such Preferred Stock may be converted) for any period of time. Each of the Purchasers is an “accredited investor” as defined in Section 2.21.2 hereof)Rule 501(a) of Regulation D under the Securities Act. (b) Purchaser and LS Purchaser, 4,000,000 private placement warrantsas applicable, which placement warrants are substantially identical each acknowledge that it: (i) is able to conduct its own evaluation of the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and transactions contemplated by this Agreement; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the Representative will purchase from merits and risks of its prospective investment contemplated hereunder; and (iii) has the Companyability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Purchaser and LS Purchaser, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptionsapplicable, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2acknowledge that it (x) has conducted its own investigation of the Act. The private placement Company and its Subsidiaries and the terms of the Placement Warrants Preferred Stock and (y) has been offered the opportunity to Sponsor conduct such review and the Representative is referred to herein as the “Private Placement.” None analysis of the Placement Warrants (or the underlying Ordinary Shares) may be soldbusiness, assigned or transferred by Sponsor or the Representativeassets, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale condition, operations and prospects of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges Company and agrees that the Placement Warrants its Subsidiaries and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales ask questions of the OfferingCompany and received answers thereto, subject each as it deemed necessary in connection with the decision to certain limited exceptionspurchase the Preferred Stock. Purchaser and LS Purchaser, pursuant as applicable, each further acknowledge that it has had such opportunity to FINRA Rule 5110(e)(1). Accordinglyconsult with its own counsel, the Placement Warrants financial and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition tax advisors and other professional advisers as it believes is sufficient for purposes of the securities by any person for 180 days immediately following the commencement of sales purchase of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodPreferred Stock.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Purchaser understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Shares under this Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement is intended to be exempt from the registration under requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(24(2) thereof and (ii) there is no existing public or other market for the Shares and there can be no assurance that Purchaser will be able to sell or dispose of the Shares. (b) Purchaser is acquiring the Shares for its own account solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof. (c) Purchaser is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. (d) Purchaser is not a broker-dealer subject to Regulation T promulgated by the Board of Governors of the Federal Reserve System. (e) Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares, and Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. (f) Purchaser has been given the opportunity to ask questions of, and receive answers from, the Sellers' Representative, Gentek Holdings and Gentek concerning the transactions contemplated by this Agreement, the Shares and other related matters. The private placement Sellers' Representative, Gentek Holdings and/or Gentek have made available to Purchaser or its agents all documents and information requested by or on behalf of Purchaser relating to an investment in the Shares. In evaluating the suitability of an investment in the Shares, Purchaser has not relied upon any representations or other information (whether oral or written) made by or on behalf of Gentek Holdings, Gentek or any Seller other than as contemplated by the two preceding sentences and Article III. (g) Purchaser understands that it may not sell or dispose of any of the Placement Warrants Shares other than pursuant to Sponsor and a registered offering, unless otherwise exempt from the Representative is referred to herein as the “Private Placement.” None registration requirements of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodSecurities Act.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement Purchaser represents and warrants are substantially identical to the Public Warrants subject to certain exceptions Company that: (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and i) Purchaser understands that (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2and (ii) there is no existing public or other market for any of the Act. The private placement Securities and there can be no assurance that Purchaser will be able to sell or dispose of the Placement Warrants Securities to Sponsor be purchased by Purchaser; (ii) Purchaser's financial situation is such that Purchaser can afford to bear the economic risk of holding the Securities acquired hereunder for an indefinite period of time, Purchaser has adequate means for providing for Purchaser's needs and contingencies and can afford to suffer the Representative is referred to herein as the “Private Placement.” None complete loss of the Placement Warrants investment in the Securities; (or iii) Purchaser understands that the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation Securities acquired hereunder are a speculative investment which involves a high degree of a Business Combination. Certain proceeds from the sale risk of loss of the Placement Warrants shall be deposited into entire investment therein, that there are substantial restrictions on the Trust Account. The Representative acknowledges transferability of the Securities as set forth herein, in the Securities and agrees in the Shareholders Agreement, and that for an indefinite period following the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up no public market for a period of 180 days immediately following the commencement of sales any of the OfferingSecurities and that, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for Purchaser to sell the Securities in case of emergency or otherwise; (iv) Purchaser and his, transferredher or its representatives, assignedincluding his, pledged her or hypothecated nor may they be its professional, financial, tax and other advisors, have carefully reviewed all documents available to them in connection with the subject of any hedging, short sale, derivative, put, or call transaction that would result investment in the effective economic disposition Securities, and Purchaser understands and has taken cognizance of all the risks related to such investment; (v) Purchaser and his, her or its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and each of its subsidiaries and concerning the terms and conditions of the securities by any person for 180 days immediately following the commencement of sales acquisition of the OfferingSecurities, except and related matters and to any FINRA member participating in the Offering and the officersobtain all additional information which Purchaser or his, partners, registered persons her or affiliates thereof, if its representatives deem necessary; and (vi) all securities so transferred remain subject information which Purchaser has provided to the lock-up restriction for the remainder of the time periodCompany and its representatives concerning Purchaser and Purchaser's financial position is true, complete and correct.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Buyer understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the 1933 Act pursuant and (ii) there is only a limited market for the Securities, and there can be no assurance that any Buyer will be able to Section 4(a)(2) sell or dispose of the Act. The private placement Securities to be purchased by such Buyer. (b) Such Buyer's financial situation is such that such Buyer can afford to bear the economic risk of holding the relevant Securities acquired hereunder for an indefinite period of time, and such Buyer can afford to suffer the complete loss of the Placement Warrants to Sponsor investment in such Securities. (c) Such Buyer's knowledge and experience in financial and business matters are such that it is capable of evaluating the Representative is referred to herein as the “Private Placement.” None merits and risks of the Placement Warrants investment in the relevant Securities, or such Buyer has been advised by a representative possessing such knowledge and experience. (d) Such Buyer understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Securities as set forth in the Shareholders' Agreement, and that for an indefinite period following the date hereof there will be no (or only a limited) public market for the underlying Ordinary Shares) may be soldSecurities and that, assigned or transferred by Sponsor or the Representativeaccordingly, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for such Buyer to sell the Securities in case of emergency or otherwise. (e) Such Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged its professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the investment in the Securities, and such Buyer understands and is aware of the risks related to such investment. (f) Such Buyer and its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Seller and its representatives and Nextel and its representatives concerning the terms and conditions of the acquisition of the Securities and related matters and to obtain all additional information which such Buyer or hypothecated nor may they be its representatives deem necessary. (g) All written information which such Buyer has provided to Seller and its representatives and Nextel and its representatives concerning such Buyer and such Buyer's financial position was true, complete and correct at the subject of time it was provided. (h) Such Buyer is an "ACCREDITED INVESTOR" as such term is defined in Regulation D under the 1933 Act. (i) Such Buyer is not relying on and acknowledges that no representation is being made by any hedging, short sale, derivative, putother Buyer, or call transaction that would result in any of its officers, employees, Affiliates, agents or representatives, the effective economic disposition Seller or any of the securities by its officers, employees, Affiliates, agents or representatives, Nextel or any person for 180 days immediately following the commencement of sales of the Offeringits officers, employees, Affiliates, agents or representatives, or any Management Stockholder, except to any FINRA member participating for representations and warranties expressly set forth in the Offering this Agreement and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodother Transaction Documents.

Private Placement. Simultaneously with (a) Buyer’s financial situation is such that Buyer can afford to bear the Closing Date, Sponsor will purchase from economic risk of holding the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”Stock for an indefinite period of time, and together with Buyer can afford to suffer the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) complete loss of the Act. The private placement investment in its Purchase Stock. (b) Buyer’s knowledge and experience in financial and business matters are such that it is capable of evaluating the merits and risks of the Placement Warrants to Sponsor investment in the Purchase Stock, or Buyer has been advised by a representative possessing such knowledge and experience. (c) Buyer understands that the Representative Purchase Stock acquired hereunder is referred to herein as the “Private Placement.” None a speculative investment which involves a high degree of risk of loss of the Placement Warrants (or entire investment therein, that there will substantial restrictions on the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale transferability of the Placement Warrants shall be deposited into Purchase Stock as set forth in the Trust Account. The Representative acknowledges Stockholders’ Agreement and agrees that for an indefinite period following the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) date hereof there will be deemed compensation by no public market for the Financial Industry Regulatory Authority (“FINRA”) Purchase Stock and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offeringthat, subject to certain limited exceptionsaccordingly, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for Buyer to sell the Purchase Stock in case of emergency or otherwise. (d) Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged or hypothecated nor may they be its professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the subject of any hedging, short sale, derivative, put, or call transaction that would result investment in the effective economic disposition Purchase Stock, and Buyer understands and is aware of the securities by any person for 180 days immediately following risks related to such investment. (e) Buyer and its representatives have been given the commencement of sales opportunity to examine all documents and to ask questions of, and to receive answers from, Holdco, Accellent and their respective representatives concerning the terms and conditions of the Offeringacquisition of the Purchase Stock and related matters and to obtain all additional information which Buyer or its representatives deem necessary. (f) Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act of 1933, except to any FINRA member participating in the Offering as amended, and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodrules and regulations promulgated thereunder.

Private Placement. Simultaneously with (a) Purchaser understands that the Closing Date, Sponsor will purchase from offering and sale of the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities is intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(24(2) of the Securities Act and any applicable state securities or blue sky laws. (b) The Securities to be acquired by Purchaser pursuant to this Agreement are being acquired for its own account and without a view to the resale or distribution of such Securities or any interest therein other than in a transaction exempt from registration under the Securities Act. (c) Purchaser is an "Accredited Investor" as such term is defined in Regulation D under the Securities Act. (d) Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities and Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Securities. The private placement Purchaser understands that Purchaser's investment in the Securities involves a high degree of risk. (e) Purchaser has been furnished with and carefully read a copy of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None SEC Reports of the Placement Warrants (or Issuer filed with the underlying Ordinary Shares) may be soldCommission since January 1, assigned or transferred by Sponsor or 1998, and this Agreement and has been given the Representativeopportunity to ask questions of, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from and receive answers from, Issuer concerning the sale terms and conditions of the Placement Warrants shall be deposited into Securities and other related matters. Issuer has made available to Purchaser or its agents all documents and information relating to an investment in the Trust Account. The Representative acknowledges and agrees Securities requested by or on behalf of Purchaser. (f) Purchaser understands that the Placement Warrants Securities have not been and are not being registered under the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) Securities Act or any state securities laws, and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be offered, sold, transferred, assigned, pledged or hypothecated nor may they be otherwise transferred, except in compliance with the subject terms of any hedging, short sale, derivative, put, or call transaction this Agreement and applicable federal and state securities laws. (g) Purchaser understands that would result the Securities shall bear a restrictive legend substantially in the effective economic disposition following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. (h) Purchaser's principal place of business is in the State of New York. (i) Immediately following the Closing, Purchaser will not beneficially own any voting securities of Issuer other than the Securities. (j) Purchaser does not have any agreements, arrangements or understandings with any other Person with regard to acquiring, holding, voting or disposing of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating Issuer other than as set forth in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodthis Agreement.

Private Placement. Simultaneously (a) The Purchaser has sufficient knowledge and experience in business and financial matters to enable the Purchaser to evaluate the Bonds, the credit of the District, the collateral and the Bond terms and that the Purchaser will make its own independent credit analysis and decision to purchase the Bonds based on independent examination and evaluation of the transaction and the information deemed appropriate. (b) The Purchaser acknowledges that no credit rating has been sought or obtained with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical respect to the Public Warrants subject Bonds. (c) The Purchaser acknowledges that no official statement has been prepared for the Bonds, and that the District will not be entering into a continuing disclosure agreement with respect to the Bonds; provided, however, that the District has agreed to provide certain exceptions ongoing information to the Purchaser. (d) The Purchaser states that (a) it is a wholly affiliate of a commercial bank with total assets of at least $50 million; (b) it is capable of evaluating investment independently; (c) it is exercising independent judgment in evaluating (i) the recommendation of Xxxxx Xxxxxxx & Co. (the “Placement WarrantsAgent”) or its associated persons; and (ii) the quality of execution of the Purchaser’s transactions by the Placement Agent; and (c) the Purchaser has timely access to material information that is available publicly through established industry sources as defined in Municipal Securities Rulemaking Board (MSRB) Rule G-47; (e) The Purchaser is purchasing the Bonds solely for its own account , and together not with a view to, or in connection with, any distribution, resale, pledging, fractionalization, subdivision or other disposition thereof (subject to the Public Warrantsunderstanding that disposition of Purchaser’s property will remain at all times within its control). The Purchaser has directed that no CUSIP number shall be obtained for the Bonds or that the Bonds be DTC eligible as of their initial purchase. (f) The Purchaser understands that the Bonds (i) have not been registered under the Securities Act of 1933, as amended (the “WarrantsSecurities Act”), and (ii) have not been registered or qualified under any state securities or “Blue Sky” laws, and that the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Indenture has not been qualified under the Trust Indenture Act pursuant to Section 4(a)(2of 1939, as amended. (g) The Purchaser has been furnished with and has examined the Bonds, the Indenture and other documents, certificates and the legal opinions delivered in connection with the issuance of the Act. Bonds. (h) The private placement Purchaser understands that the District and the Placement Agent and their respective counsel and Bond Counsel will rely upon the accuracy and truthfulness of the Placement Warrants representations and warranties contained herein and hereby consents to Sponsor such reliance. (i) The interest rates on the Bonds are reasonable based upon current market conditions and the Representative there is referred to herein as the no “Private Placement.blending” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodtwo rates.

Private Placement. Simultaneously (a) The Purchaser’s financial situation is such that the Purchaser can afford to bear the economic risk of holding the Securities for an indefinite period of time, and the Purchaser can afford to suffer the complete loss of the Purchaser’s investment in the Securities. (b) The Purchaser’s knowledge and experience in financial and business matters are such that the Purchaser is capable of evaluating the merits and risks of the Purchaser’s investment in the Securities or the Purchaser has been advised by a representative possessing such knowledge and experience. (c) The Purchaser understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there will be substantial restrictions on the transferability of the Securities and that following the date hereof there will be no public market for the Securities and that, accordingly, it may not be possible for the Purchaser to sell or pledge the Securities, or any interest in the Securities, in case of emergency or otherwise. (d) The Purchaser and the Purchaser’s representatives, including, to the extent the Purchaser deems appropriate, the Purchaser’s legal, professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the Closing DatePurchaser’s investment in the Securities, Sponsor will purchase from and the Purchaser understands and is aware of the risks related to such investment. (e) The Purchaser and the Purchaser’s representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Holdings, the Company and their respective representatives concerning Holdings and the Company, pursuant the terms and conditions of the Purchaser’s acquisition of the Securities and related matters and to a Sponsor Purchase Agreement obtain all additional information which the Purchaser or the Purchaser’s representatives deem necessary. (f) The Purchaser is an “accredited investor” as such term is defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be exempt from registration Regulation D promulgated under the Act pursuant 0000 Xxx. (g) The Purchaser does not have any plan or intention to Section 4(a)(2sell, exchange, transfer or otherwise dispose of (including by way of gift) any of its Securities immediately after the purchase of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private PlacementSecurities.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement may not be sold, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for 180 days immediately following the commencement of sales of the Offering, except to any FINRA member participating in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time period.

Private Placement. Simultaneously It is an "accredited investor" within the meaning of NI 45-106 and Regulation D under the U.S. Securities Act and is purchasing its Proportionate Share of the Purchased Preferred Shares as principal, solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. It represents that: (i) it understands that the Closing Date, Sponsor will purchase from Purchased Preferred Shares and the Company, pursuant to Exchange Common Shares are being offered on a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 "private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (ii) the Representative will purchase from the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement intended to be placement" basis exempt from registration under Securities Laws, and, therefore, may not be transferred or sold in the Act pursuant to Section 4(a)(2) of the Act. The private placement of the Placement Warrants to Sponsor and the Representative is referred to herein as the “Private Placement.” None of the Placement Warrants (or the underlying Ordinary Shares) may be sold, assigned or transferred by Sponsor or the Representative, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative United States except pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by registration provisions of the Financial Industry Regulatory Authority (“FINRA”) U.S. Securities Act or pursuant to an applicable exemption therefrom and will therefore be subject to lock-up for a period of 180 days immediately following state securities laws and regulations, as applicable; (ii) it understands that no Securities Regulator has reviewed or passed on the commencement of sales merits of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, Purchased Preferred Shares or the Placement Warrants Exchange Common Shares; (iii) it understands that there is no government or other insurance covering the Purchased Preferred Shares or the Exchange Common Shares; (iv) it understands that there are risks associated with the purchase of the Purchased Preferred Shares and the underlying Ordinary Exchange Common Shares; and (v) it understands that there are restrictions on its ability to resell the Purchased Preferred Shares acquired by and the Representative pursuant Exchange Common Shares under applicable Laws, it is its own responsibility to find out what those restrictions are and to comply with them before selling the Representative Purchase Agreement may not be soldPurchased Preferred Shares or the Exchange Common Shares and, transferred, assigned, pledged or hypothecated nor may they be the subject of any hedging, short sale, derivative, put, or call transaction that would result except as otherwise set out in the effective economic disposition of Transaction Agreements, neither the securities by Parent nor the Issuer has agreed to take any person for 180 days immediately following the commencement of sales of the Offering, except action to any FINRA member participating facilitate such resale in the Offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodaccordance with applicable Laws.

Private Placement. Simultaneously with the Closing Date, Sponsor will purchase from the Company, pursuant to a Sponsor Purchase Agreement (as defined in Section 2.21.2 hereof), 4,000,000 private placement warrants, which placement warrants are substantially identical to the Public Warrants subject to certain exceptions a) Such Buyer understands that (the “Placement Warrants”, and together with the Public Warrants, the “Warrants”), and (iii) the Representative will purchase from offering and sale of the Company, pursuant to the Representative Purchase Agreement (as defined in Section 2.21.3 hereof), 2,000,000 Placement Warrants, which Placement Warrants are substantially identical to the Public Warrants subject to certain exceptions, each at a purchase price of $1.00 per Placement Warrant, in a private placement Securities hereby is intended to be exempt from registration under the 1933 Act pursuant and (ii) there is only a limited market for the Securities, and there can be no assurance that any Buyer will be able to Section 4(a)(2) sell or dispose of the Act. The private placement Securities to be purchased by such Buyer. (b) Such Buyer's financial situation is such that such Buyer can afford to bear the economic risk of holding the relevant Securities acquired hereunder for an indefinite period of time, and such Buyer can afford to suffer the complete loss of the Placement Warrants to Sponsor investment in such Securities. (c) Such Buyer's knowledge and experience in financial and business matters are such that it is capable of evaluating the Representative is referred to herein as the “Private Placement.” None merits and risks of the Placement Warrants investment in the relevant Securities, or such Buyer has been advised by a representative possessing such knowledge and experience. (d) Such Buyer understands that the Securities acquired hereunder are a speculative investment which involves a high degree of risk of loss of the entire investment therein, that there are substantial restrictions on the transferability of the Securities as set forth in the Shareholders' Agreement, and that for an indefinite period following the date hereof there will be no (or only a limited) public market for the underlying Ordinary Shares) may be soldSecurities and that, assigned or transferred by Sponsor or the Representativeaccordingly, other than to their permitted transferees until thirty (30) days after consummation of a Business Combination. Certain proceeds from the sale of the Placement Warrants shall be deposited into the Trust Account. The Representative acknowledges and agrees that the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement (as defined below) will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the commencement of sales of the Offering, subject to certain limited exceptions, pursuant to FINRA Rule 5110(e)(1). Accordingly, the Placement Warrants and the underlying Ordinary Shares acquired by the Representative pursuant to the Representative Purchase Agreement it may not be soldpossible for such Buyer to sell the Securities in case of emergency or otherwise. (e) Such Buyer and its representatives, transferredincluding, assignedto the extent it deems appropriate, pledged its professional, financial, tax and other advisors, have reviewed all documents provided to them in connection with the investment in the Securities, and such Buyer understands and is aware of the risks related to such investment. (f) Such Buyer and its representatives have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, Seller and its representatives and Nextel and its representatives concerning the terms and conditions of the acquisition of the Securities and related matters and to obtain all additional information which such Buyer or hypothecated nor may they be its representatives deem necessary. (g) All written information which such Buyer has provided to Seller and its representatives and Nextel and its representatives concerning such Buyer and such Buyer's financial position was true, complete and correct at the subject of time it was provided. (h) Such Buyer is an "Accredited Investor" as such term is defined in Regulation D under the 1933 Act. (i) Such Buyer is not relying on and acknowledges that no representation is being made by any hedging, short sale, derivative, putother Buyer, or call transaction that would result in any of its officers, employees, Affiliates, agents or representatives, the effective economic disposition Seller or any of the securities by its officers, employees, Affiliates, agents or representatives, Nextel or any person for 180 days immediately following the commencement of sales of the Offeringits officers, employees, Affiliates, agents or representatives, or any Management Stockholder, except to any FINRA member participating for representations and warranties expressly set forth in the Offering this Agreement and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction for the remainder of the time periodother Transaction Documents.