Common use of Terms of the Insider Warrants Clause in Contracts

Terms of the Insider Warrants. The Insider Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Insider Warrants (i) will not be transferable or salable by the Purchasers until six months after the consummation of a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Insider Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between the Purchasers (referred to as the Investors in the Registration Rights Agreement) and the Company. The transfer restriction set forth in (i) above shall not apply (a) with respect to a Purchaser that is an entity, to dividend, distribution or contribution to any individual or entity controlling, controlled by, or under common control with such Purchaser, or to any stockholder, member, partner or limited partner of such Purchaser, for which no or nominal consideration is received, and (b), with respect to a Purchaser who is an individual, (i) to a member of such Purchaser’s immediate family or to a trust, the beneficiary of which is such Purchaser or a person related to such Purchaser by blood, marriage or adoption, or (ii) by virtue of the laws of descent and distribution upon death of such Purchaser (each, a “Permitted Transferees” and collectively, the “Permitted Transferees”), provided, that, prior to such transfer, each Permitted Transferee or the trustee or legal guardian therefor, agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Insider Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Insider Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Further, the Insider Warrants may be exercised on a cashless basis in accordance with Section 3.3.1

Terms of the Insider Warrants. The Insider Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Insider Warrants (i) will not be transferable or salable by the Purchasers until six months after (A) the later of __________, 2007 and the consummation of a Business Combination, or (B) any time after six months from the consummation of a Business Combination if the volume weighted average price of the Common stock equals or exceeds $11.50 per share for any 20 trading days within any 30 trading day period following, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Insider Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between the Purchasers (referred to as the Investors in the Registration Rights Agreement) and the Company. The transfer restriction set forth in (i) above shall not apply (a) with respect to a Purchaser that is an entity, to dividend, distribution or contribution to any individual or entity controlling, controlled by, or under common control with such Purchaser, or to any stockholder, member, partner or limited partner of such Purchaser, for which no or nominal consideration is received, and (b), with respect to a Purchaser who is an individual, (i) to a member of such Purchaser’s immediate family or to a trust, the beneficiary of which is such Purchaser or a person related to such Purchaser by blood, marriage or adoption, or (ii) by virtue of the laws of descent and distribution upon death of such Purchaser (each, a “Permitted Transferees” and collectively, the “Permitted Transferees”), provided, that, prior to such transfer, each Permitted Transferee or the trustee or legal guardian therefor, agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Insider Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Insider Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Further, the Insider Warrants may be exercised on a cashless basis in accordance with Section 3.3.1

Terms of the Insider Warrants. The Insider Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Insider Warrants (i) will not be transferable or salable by the Purchasers until six months after such time as the consummation of Company has completed a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, (iii) may be exercised on a cashless basis, and (iiiiv) together with the shares of Common Stock underlying the Insider Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between the Purchasers Purchasers, the Initial Stockholders (referred to as the Investors such term is defined in the Registration Rights AgreementStatement) and the Company. The transfer restriction set forth in (i) above shall not apply to (a) with respect to a Purchaser that is an entitytransfers resulting from the death of any of the Purchasers, to dividend, distribution or contribution to any individual or entity controlling, controlled by, or under common control with such Purchaser, or to any stockholder, member, partner or limited partner of such Purchaser, for which no or nominal consideration is received, and (b), with respect to a Purchaser who is an individual) transfers by operation of law, (ic) any transfer for estate planning purposes to a member of such Purchaser’s immediate family or to a trust, the beneficiary of which is such Purchaser or a person persons immediately related to such Purchaser the transferor by blood, marriage or adoption, or (iid) by virtue any trust solely for the benefit of such transferor and/or the persons described in the preceding clause; provided, however, that with respect to each of the laws of descent and distribution upon death of such Purchaser transfers described in clauses (each, a “Permitted Transferees” and collectively, the “Permitted Transferees”a), provided(b), that(c) and (d) of this sentence, that prior to such transfer, each Permitted Transferee permitted transferee or the trustee or legal guardian thereforfor each permitted transferee (hereinafter collectively, “Permitted Transferees” or a “Permitted Transferee”) agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Insider Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Insider Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. FurtherExcept as specifically provided in this Agreement, the terms of the Insider Warrants may shall in all other respects be exercised on a cashless basis as set forth in accordance with Section 3.3.1the Warrant Agreement relating to the Unit Warrants by and between the Company and Continental. In the event of any conflict between this Agreement and the Warrant Agreement, the terms and provisions of which are incorporated herein by reference, this Agreement shall control.

Terms of the Insider Warrants. The Insider Warrants shall carry rights and terms identical to those possessed by the Unit Warrants described in the Registration Statement, subject to the following exceptions: the Insider Warrants (i) will not be transferable or salable by the Purchasers until six months after the consummation of a Business Combination, (ii) will be non-redeemable so long as the Purchasers hold such warrants following their issuance by the Company to such Purchasers, and (iii) together with the shares of Common Stock underlying the Insider Warrants, are and will be entitled to registration rights under the registration rights agreement (the “Registration Rights Agreement”) to be signed contemporaneously herewith between the Purchasers (referred to as the Investors in the Registration Rights Agreement) and the Company. The transfer restriction set forth in (i) above shall not apply (a) with respect to a Purchaser that is an entity, to dividend, distribution or contribution to any individual or entity controlling, controlled by, or under common control with such Purchaser, or to any stockholder, member, partner or limited partner of such Purchaser, for which no or nominal consideration is received, and (b), with respect to a Purchaser who is an individual, (i) to a member of such Purchaser’s immediate family or to a trust, the beneficiary of which is such Purchaser or a person related to such Purchaser by blood, marriage or adoption, or (ii) by virtue of the laws of descent and distribution upon death of such Purchaser (each, a “Permitted Transferees” and collectively, the “Permitted Transferees”), provided, that, prior to such transfer, each Permitted Transferee or the trustee or legal guardian therefor, agrees in writing to be bound by the terms of this Agreement. Should any of the Purchasers transfer or sell Insider Warrants to persons other than Permitted Transferees after the Company has completed a Business Combination, then such Insider Warrants shall on the date of such transfer immediately become redeemable under the same terms as the Unit Warrants. Further, the Insider Warrants may be exercised exercisable on a cashless basis in accordance with Section 3.3.1