Common use of Terms of the Securities Clause in Contracts

Terms of the Securities. (i) Each Private Placement Warrant shall have the terms set forth on Exhibit A attached hereto and other customary terms for private placement warrants issued to sponsors of special purpose acquisition companies that will be set forth in a Warrant Agreement to be entered into by the Company and a warrant agent in connection with the Public Offering (the “Warrant Agreement”). The Private Placement Warrants shall be subject to potential forfeiture as set forth on Schedule I attached hereto in connection with the closing of the Public Offering. (ii) The Class B Shares will be convertible into Class A Shares on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association (the “Articles”) to be adopted in connection with the Public Offering. The Class B Shares shall be subject to forfeiture as set forth on Schedule I attached hereto in connection with the closing of the Public Offering. (iii) If any Securities are forfeited in accordance with this Section 1(C), then after such time the Purchaser (or its successor in interest) shall no longer have any rights as a holder of such forfeited Securities, and the Company shall take such action as is appropriate to cancel such forfeited Securities. (iv) In the event an adjustment to the Original Certificates, if any, is required pursuant to this Section 1(C), then the Purchaser shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt of notice from the Company advising the Purchaser of such adjustment, following which new certificates (the “New Certificates”), if any, shall be issued in such amount representing the adjusted number of Securities held by the Purchaser. The New Certificates, if any, shall be returned to the Purchaser as soon as practicable. Any such adjustment for any uncertificated Securities held by the Purchaser shall be made in book-entry form. (v) At the time of the pricing of the Public Offering, the Company, the Purchaser and any other holders of Class B Shares shall enter into a registration rights agreement (the “Registration Rights Agreement”) on customary terms pursuant to which the Company will grant certain registration rights relating to, among others, the Private Placement Warrants, the Class A Shares underlying the Private Placement Warrants and the Class A Shares issuable upon the conversion of the Class B Shares. (vi) The Purchaser hereby waives any and all rights to redeem the Class B Shares for a portion of the amounts held in the trust account into which substantially all of the proceeds of the Public Offering will be deposited (the “Trust Account”) in the event of the Company’s failure to timely complete an initial business combination, an extension of the time period to complete an initial business combination or upon the consummation of an initial business combination. For purposes of clarity, in the event the Purchaser purchases Class A Shares included in the Units (“Public Shares”), either in the Public Offering or in the aftermarket, any Public Shares so purchased shall be eligible to be redeemed for a portion of the amounts held in the Trust Account in the event of the Company’s failure to timely complete an initial business combination (but, for the avoidance of doubt, not in connection with an extension of the time period to complete an initial business combination or upon the consummation of an initial business combination). (vii) The parties hereto acknowledge and agree that, for all U.S. federal (and applicable state, local, and foreign) income tax purposes, with respect to any forfeiture of (or other adjustments with respect to) any Securities or any refund made by the Company, in each case, pursuant to this Section 1, (a) such forfeiture (or other adjustment) or refund is integral to the terms of the Securities; (b) except to the extent otherwise required pursuant to a “determination” (as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended (“Code”), or any similar provision of state, local or foreign law) or a change in applicable law, (A) the parties hereto shall treat such forfeiture (or other adjustment) or refund as an adjustment to the Purchase Price, and (B) no such forfeiture (or other adjustment) or refund shall constitute or give rise to any actual, constructive or deemed distribution under Section 305 or any other provision of the Code (or any similar provision of state, local or foreign law). The parties hereto shall file all tax returns and otherwise report for tax purposes consistently with the preceding sentence except to the extent otherwise required pursuant to a “determination” (as defined in Section 1313(a) of the Code or any similar provision of state, local or foreign law) or a change in applicable law.