Common use of Private Warrants Clause in Contracts

Private Warrants. The Private Warrants and the shares of Common Stock underlying the Private Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreement and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and the shares of Common Stock underlying the Private Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and the shares of Common Stock underlying the Private Warrants has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Private Warrants. The Private Warrants and the shares of Common Stock underlying the Private Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreement Agreements and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and the shares of Common Stock underlying the Private Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and the shares of Common Stock underlying the Private Warrants has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Private Warrants. The Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, have been duly authorized and reserved for issuance issuance, and when issued and paid for in accordance with the Subscription Agreement and the Warrant Agreement, Agreements will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.. EarlyBirdCapital, Inc._________, 2020Page 11 of 45

Private Warrants. The Private Warrants and the private shares of Common Stock underlying the Private Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreement and the Warrant AgreementAgreements, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and the private shares of Common Stock underlying the Private Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and the private shares of Common Stock underlying the Private Warrants has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Private Warrants. The Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, have been duly authorized and reserved for issuance issuance, and when issued and paid for in accordance with the Subscription Agreement and the Warrant Agreement, Agreements will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and Warrants, including the shares of Common Stock underlying the Private Warrants Warrants, has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.

Private Warrants. The Private Warrants and the shares of Common Stock underlying the Private Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreement Agreements and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Warrants and the shares of Common Stock underlying the Private Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Warrants and the shares of Common Stock underlying the Private Warrants has been duly and validly taken. The Private Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, the Prospectus and the Canadian Prospectus, as the case may be.