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

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying Warrants included in the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) may be exercised for cash or on a “cashless basis”, pursuant to subsection 3.3.1(c) of the Warrant Agreement (as defined below), (b) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, (c) the Private Placement Warrants will not be redeemable by the Company and (bd) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (ab) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (ab) have expired and (ce) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 thirty (30) days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) ), and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause clauses (a) have expired and (cb) each have expired. In addition, for as long as the Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into Warrants are held by the Company and a warrant agent in connection with Purchaser or its designees or affiliates, they may not be exercised after five years from the Public Offering (effective date of the “Warrant Agreement”)Registration Statement.

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 days three years after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) ), and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause clauses (a) have expired and (cb) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”)expired.

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying included in the units Units to be offered in the Public Offering IPO except that (a) the Private Placement Warrants (including the underlying Class A Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 thirty (30) days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants will expire on the fifth anniversary of the commencement of sales in the IPO, (c) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will become freely tradable only after (i) the expiration of the lockup described above in clause (a) and (ii) they are registered pursuant to the Registration Rights Agreement (as defined below) registration rights agreement to be entered into between Purchaser and the Company or an exemption from registration is available, and the restrictions described above in clause (a) have expired available and (cd) each Private Placement Warrant shall have the terms set forth for private placement warrants in a the Warrant Agreement to be entered into by between the Company and a warrant agent in connection with the Public Offering in the form attached hereto as Exhibit A (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering Offering, except that that, (a) the Private Placement Warrants will not be redeemable by the Company, (b) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will shall not, except in subject to certain limited circumstancesexceptions, be transferable transferred, assigned, or salable sold by the Purchaser until 30 days after the completion of the Company’s initial business combination (the “Business Combination”), (c) so long as they are held the Private Placement Warrants may be exercised by the Purchaser or its permitted transfereesholders on a cashless basis, and (bd) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (ab) and they are registered pursuant to the Registration and Stockholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (ab) have expired and (ce) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable or salable until 30 days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its his permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) and they are registered pursuant to the Registration Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (a) have expired and (c) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”).

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering except that (a) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will not, except in limited circumstances, be transferable transferable, assignable or salable until 30 thirty (30) days after the completion of the Company’s initial business combination (the “Business Combination”) so long as they are held by the Purchaser or its permitted transferees, and (b) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (a) ), and they are registered pursuant to the Registration and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause clauses (a) have expired and (cb) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”)expired.

Terms of the Private Placement Warrants. (i) The Private Placement Warrants are substantially identical to the warrants underlying the units to be offered in the Public Offering Offering, except that that, so long as they are held by the Purchaser or its permitted transferees, (a) the Private Placement Warrants will not be redeemable by the Company, (b) the Private Placement Warrants (including the underlying Shares issuable upon exercise of the Private Placement Warrants) will shall not, except in subject to certain limited circumstancesexceptions, be transferable transferred, assigned, or salable sold by the Purchaser until 30 days after the completion of the Company’s initial business combination (the “Business Combination”), (c) so long as they are held the Private Placement Warrants may be exercised by the Purchaser or its permitted transfereesholders on a cashless basis, and (bd) the Private Placement Warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (ab) and they are registered pursuant to the Registration and Stockholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described above in clause (ab) have expired and (ce) each Private Placement Warrant shall have the terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).