Common use of Terms of the Private Placement Units Clause in Contracts

Terms of the Private Placement Units. Each Private Placement Unit will be identical to the Public Units, except as described in the Registration Statement. Purchaser acknowledges that the securities acquired or to be acquired hereby by Purchaser as an affiliate of the underwriters of the Company’s Public Offering, including Purchaser’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement for the Public Offering and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the initial public offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units. Notwithstanding the foregoing provisions, the Private Placement Units and the Shares and Rights underlying the Private Placement Units shall be subject to compliance with FINRA Rule 5110(g)(8). The Purchaser may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s initial public offering and may not exercise its demand rights on more than one occasion.

Terms of the Private Placement Units. Each The Purchaser acknowledges that the Private Placement Unit Units (and the Shares and Rights underlying the Private Placement Units) will not be identical to transferable, assignable or salable until after the Public Unitscompletion of the initial business combination, except to permitted transferees as described in the Registration Statement. Purchaser further acknowledges that the securities acquired or to be acquired hereby by Purchaser as an affiliate of the underwriters of the Company’s Public Offering, including Purchaser’s related persons, associated persons and affiliates (as those terms are defined in FINRA Rules 5110 and 5121), in connection with the Public Offering and as described in the Registration Statement for the Public Offering and the related prospectus, are subject to lock-up in compliance with FINRA Rule 5110(e)(1) for a period of 180 days from the commencement of sales of the initial public offering and can only be transferred or sold pursuant to the exceptions in FINRA Rule 5110(e)(2)(B). Each Private Placement Unit will be identical to the Public Units, except as described in the Registration Statement. At or prior to the time of the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Units and the Shares and Rights underlying the Private Placement Units. Notwithstanding the foregoing provisions, the Private Placement Units and the Shares and Rights underlying the Private Placement Units shall be subject to compliance with FINRA Rule 5110(g)(8). The Purchaser may not exercise their demand or “piggyback” registration rights after five and seven years, respectively, after the effective date of the Company’s initial public offering and may not exercise its demand rights on more than one occasion.