Common use of Terms of the Units and Placement Warrants Clause in Contracts

Terms of the Units and Placement Warrants. 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by the Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) have expired or been waived. Additionally, the Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, directors or members of the Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not 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 for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 8.2. The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the Subscriber in connection with such stockholder approval.

Terms of the Units and Placement Warrants. 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 herein, and may be exercisable on a “cashless” basis if held by the Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts 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 (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) have expired or been waived. Additionally, the Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g5110(e) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(25110(e)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, directors or members of the Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not 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 for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 8.2. The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the Subscriber in connection with such stockholder approval.

Terms of the Units and Placement Warrants. 8.1. 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber initial holder thereof (or any of its permitted transferees) and as otherwise provided in Section 5 herein), and may be exercisable on a “cashless” basis if held by the a Subscriber or its permitted transferees, as further described in the Warrant Agreement Agreement, and (iii) the Units and component parts 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 (i) and they are registered pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (i) have expired or been waivedhas expired. Additionally, the each Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, directors officers or members partners of the any Subscriber and any such participating underwriter or selected dealer. Additionally, the Units and their component parts and the related registration rights will not 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 for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 8.2. The 8.2 Each Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the such Subscriber shall (i) vote the Placement Shares owned by it in favor of the Business Combination and (ii) not redeem any Placement Shares owned by the such Subscriber in connection with such stockholder approval.

Terms of the Units and Placement Warrants. 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to the transfer restrictions described in Section 7 hereoftransfers to Permitted Transferees, as set forth below, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 hereinredeemable, and may be exercisable on a “cashless” basis if held by at the Subscriber or its permitted transferees, as further described in election of the Warrant Agreement holder and (iii) the Units and component parts 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 (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and the . The aforementioned transfer restrictions described above in clause (i) have expired or been waived. Additionally, shall not apply to transfers by the Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation or by the Financial Industry Regulatory Authority recipient of any below-described transfer (“FINRA”such recipient, a "Permitted Transferee"): (1) and will thereforeto the Company's insiders, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, directors directors, advisors and employees, any affiliates or family members of the Subscriber Company's officers or directors, any members of the Subscriber, or any affiliates of the Subscriber; (2) transfers to an insider’s affiliates or its members upon its liquidation; (3) transfers to relatives and any such participating underwriter or selected dealer. Additionally, trusts for estate planning purposes; (4) transfers by virtue of the Units laws of descent and their component parts and distribution upon death,; (5) transfers pursuant to a qualified domestic relations order; (6) private sales made at prices no greater than the related registration rights will not be price at which 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 were originally purchased; or (7) transfers to us for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO. 8.2. The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then cancellation in connection with such Business Combination, the Subscriber shall consummation of an initial business combination; in each case (iexcept for clause (7)) vote where the Placement Shares owned by it in favor Permitted Transferee agrees to the terms of the Business Combination escrow agreement, as described in the registration statement, and (ii) not redeem any Placement Shares owned by forfeiture, as the Subscriber case may be, as well as the other applicable restrictions and agreements of the holders of the insider shares. If dividends are declared and payable in connection shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with such stockholder approvalrespect to the insider shares.

Terms of the Units and Placement Warrants. 8.1. The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts are will not be transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to the transfer restrictions described in Section 7 hereoftransfers to Permitted Transferees, as set forth below, (ii) the Placement Warrants will be non-redeemable if called for redemption pursuant to Section 6.1 of the Warrant Agreement so long as they are held by the Subscriber (or any of its permitted transferees) and as otherwise provided in Section 5 hereinredeemable, and may be exercisable on a “cashless” basis if held by at the Subscriber or its permitted transferees, as further described in election of the Warrant Agreement holder and (iii) the Units and component parts 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 (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and the . The aforementioned transfer restrictions described above in clause (i) have expired or been waived. Additionally, shall not apply to transfers by the Subscriber acknowledges and agrees that the Units and their component parts and the related registration rights will be deemed compensation or by the Financial Industry Regulatory Authority recipient of any below-described transfer (“FINRA”such recipient, a "Permitted Transferee"): (1) and will thereforeto the Company's insiders, pursuant to Rule 5110(g) of the FINRA Manual, be subject to lock-up for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO, subject to certain limited exceptions to permitted transferees hereunder and in accordance with FINRA Rule 5110(g)(2). Additionally, the Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the IPO and the bona fide officers, directors directors, advisors and employees, any affiliates or family members of the Subscriber Company's officers or directors, any members of the Subscriber, or any affiliates of the Subscriber; (2) transfers to an insider’s affiliates or its members upon its liquidation; (3) transfers to relatives and any such participating underwriter or selected dealer. Additionallytrusts for estate planning purposes; (4) transfers by virtue of the laws of descent and distribution upon death,; (5) transfers pursuant to a qualified domestic relations order; (6) private sales made at prices no greater than the price at which the securities were originally purchased; or (7) transfers to us for cancellation in connection with the consummation of an initial business combination; in each case (except for clause (7)) where the Permitted Transferee agrees to the terms of the escrow agreement, the Units and their component parts and the related registration rights will not be the subject of any hedging, short sale, derivative, put or call transaction that would result as described in the economic disposition registration statement, and forfeiture, as the case may be, as well as the other applicable restrictions and agreements of the holders of the insider shares. If dividends are declared and payable in shares of common stock, such securities by any person for dividends will also be placed in escrow. If we are unable to effect a period of 180 days immediately following business combination and liquidate, there will be no liquidation distribution with respect to the date of effectiveness or commencement of sales in the IPOinsider shares. 8.2. The Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination, the Subscriber shall (i) to vote the Placement Shares owned by it in favor accordance with the terms of the Business Combination Insider Letter and (ii) not redeem any Placement Shares owned by as otherwise described in the Subscriber in connection with such stockholder approvalRegistration Statement.