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”). (ii) On or prior to 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 Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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 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 a “Warrant Agreement”), including that the Private Placement Warrants purchased by the Purchaser will not be exercisable more than five years from the effective date of the Registration Statement in accordance with Rule 5110(f)(2)(G)(i) of the FINRA Manual. Additionally, the Purchaser acknowledges that the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants 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 date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period. (ii) On or prior to the IPO Initial 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 Warrants and the Ordinary Shares underlying the Private Placement Warrants.

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 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”). (ii) The Private Placement Warrants shall be identical to the Public Warrants, except that (1) the Private Placement Warrants may be exercised for cash or on a “cashless basis,” (2) the Private Placement Warrants (and Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may be subject to certain transfer restrictions contained in the letter agreement by and among the Company, the Purchaser and any other parties thereto, as amended from time to time, including that any permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions contained in such letter agreement, and (3) the Private Placement Warrants shall not be redeemable by the Company. (iii) On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement 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 Warrants and the Class A Ordinary Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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 have expired. (ii) 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 agent, in connection with the Public Offering (the “Warrant Agreement”), and shall be subject to the terms of a letter agreement (the “Letter Agreement”) to be entered into by the Company, the Purchaser and the other parties thereto, in connection with the Public Offering. (iiiii) On At the time of, or prior to to, the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 Warrants and the Shares underlying the Private Placement Warrants.

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 Warrants are held by the Purchaser or its designees or affiliates, they may not be exercised after five years from the effective date of the Registration Statement. (ii) Each Private Placement Warrant shall have the its terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering Offering, substantially in the form attached hereto as Exhibit A (the each, a “Warrant Agreement”). (iiiii) On At or prior to the IPO time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement substantially in the form attached hereto as Exhibit B (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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. (ii) Each Private Placement Warrant shall have the its terms set forth for private placement warrants in a Warrant Agreement to be entered into by the Company and a warrant agent agent, in connection with the Public Offering Offering, substantially in the form attached hereto as Exhibit A (the each, a “Warrant Agreement”). (iiiii) On At or prior to the IPO time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration and shareholder rights agreement substantially in the form attached hereto as Exhibit B (the “Registration and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants and underlying Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will be subject to lock-up immediately following the commencement of sales of the IPO. Pursuant to FINRA Rule 5110(e)(1), the Private Placement Warrants and the underlying Shares may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the 180 day period following the commencement of sales of the Public Offering except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering except as permitted by FINRA Rule 5110(e)(2)(B). Additionally, the Private Placement Warrants may not be exercised more than five years from the commencement of sales of the Public Offering in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and among the Company and BTIG as representative of the several underwriters named therein (the “Underwriting 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 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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants and underlying Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will be subject to lock-up immediately following the commencement of sales of the IPO. Pursuant to FINRA Rule 5110(e)(1), the Private Placement Warrants and the underlying Shares may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the 180 day period following the commencement of sales of the Public Offering except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering except as permitted by FINRA Rule 5110(e)(2)(B). Additionally, the Private Placement Warrants may not be exercised more than five years from the commencement of sales of the Public Offering in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and between the Company and BTIG, LLC, as representative of the underwriters named therein (the “Underwriting 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, 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”). (ii) On or prior to the IPO Closing Date, the Company and the Purchaser shall enter into a registration and stockholder rights agreement (the “Registration and Stockholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

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”). (ii) On or prior to 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 to, among other things, the Private Placement Warrants and the Shares underlying the Private Placement Warrants. (iii) The Purchaser acknowledges and agrees that the Private Placement Warrants and underlying Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will be subject to lock-up immediately following the commencement of sales of the IPO. Pursuant to FINRA Rule 5110(e)(1), the Private Placement Warrants and the underlying Shares may not be sold, transferred, assigned, pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities by any person during the 180 day period following the commencement of sales of the Public Offering except to any underwriter or selected dealer participating in the Public Offering and the officers or partners, registered persons or affiliates of the undersigned and of any such participating underwriter or selected dealer participating in the Public Offering except as permitted by FINRA Rule 5110(e)(2)(B). Additionally, the Private Placement Warrants may not be exercised more than five years from the commencement of sales of the Public Offering in compliance with FINRA Rule 5110(g)(8)(A). (iv) The obligation of the Purchaser to purchase and pay for the Private Placement Warrants as provided herein shall be subject to the satisfaction of the conditions set forth in Section 4 of the Underwriting Agreement, dated the date hereof, by and among the Company and BTIG, LLC as representative of the several underwriters named therein (the “Underwriting Agreement”).