WARRANT TO PURCHASE SHARES OF COMMON STOCKAmerican Virtual Cloud Technologies, Inc. • October 20th, 2022 • Services-computer integrated systems design
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December [__], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December [___], 20242 (the “Termination Date”), but not thereafter, to subscribe for and purchase from American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), up to [______]3 shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 20th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 18, 2022, between American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
27,000,000 Units PENSARE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
Pensare Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 27, 2017Warrant Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 27, 2017, is by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2017 by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Pensare Acquisition Corp. Atlanta, GA 30309PENSARE ACQUISITION Corp • July 6th, 2017 • Blank checks • Delaware
This securities subscription agreement (the “Agreement”) is entered into on May 18, 2017 by and between Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Pensare Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,952,500 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), up to 937,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the proposed initial public offering (“IPO”) of units of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 28, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2022, is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation with offices located at 1720 Peachtree Street, Suite 629, Atlanta, Georgia 30309 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
EARLYBIRDCAPITAL, INC.PENSARE ACQUISITION Corp • August 2nd, 2017 • Blank checks • New York
This is to confirm our agreement whereby Pensare Acquisition Corp., a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-219162) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of July __, 2017, by and between PENSARE ACQUISITION CORP., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of April 14, 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
This GUARANTY, dated as of April 19, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [ ], a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 3rd, 2021 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2021, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation, with headquarters located at 1720 Peachtree Street, Suite 629, Atlanta, GA 30309 (the “Company”), and the investors listed on the Schedule of Subscribers attached hereto (each, a “Subscriber” and collectively, the “Subscribers”).
RIGHT AGREEMENT PENSARE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENT Dated as of July 27, 2017Right Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of July 27, 2017 between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Rights Agent”).
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Prospect
VOTING AGREEMENTVoting Agreement • February 28th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • New York
VOTING AGREEMENT, dated as of February 28, 2022 (this “Agreement”), by and between American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”) and [ ] (the “Stockholder”).
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This Amended and restated voting Agreement (this “Agreement”) is made and entered into as of December 1, 2020, by and among Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collectively the “Sellers”), Ribbon Communications Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Holder”) of securities of American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meaning attributed to them in the Purchase Agreement (as defined below).
AMENDED AND RESTATED PURCHASE AGREEMENT among RIBBON COMMUNICATIONS INC., RIBBON COMMUNICATIONS OPERATING COMPANY, INC., RIBBON COMMUNICATIONS INTERNATIONAL LIMITED and AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. dated as of December 1, 2020Purchase Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This Amended and Restated Purchase Agreement (this “Agreement”), dated as of December 1, 2020, is entered into by and among Ribbon Communications Inc., a Delaware corporation (“Parent”), Ribbon Communications Operating Company, Inc., a Delaware corporation (“RCOCI”), Ribbon Communications International Limited, an Ireland company (“RCIL”, and together with RCOCI, each a “Seller” and collectively the “Sellers”), and American Virtual Cloud Technologies, Inc., a Delaware corporation (“Buyer”). Sellers and Buyer are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Prospect
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • Delaware
THIS WARRANT PURCHASE AGREEMENT, dated as of July 27, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Amended and Restated ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 13th, 2023 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
This ASSET PURCHASE AGREEMENT, dated as of February 14, 2023 (the “Agreement Date”), is by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (“AVCT” and together with Subsidiaries, including the Foreign Subsidiaries, the “Company”), and each of AVCT’s Subsidiaries listed on the signature pages hereto (together with AVCT, “Sellers” and each, a “Seller”) and Skyvera, LLC, a Delaware limited liability company (“Buyer”). Each Seller and Buyer are referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 2020 • American Virtual Cloud Technologies, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2020, is made and entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation formerly known as Pensare Acquisition Corp. (the “Company”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT TO PURCHASE COMMON STOCK OF AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.American Virtual Cloud Technologies, Inc. • December 7th, 2020 • Services-computer integrated systems design
This is to Certify That, FOR VALUE RECEIVED, ______________________, or its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), _______ shares of fully paid, validly issued and nonassessable shares of the common stock of the Company (“Common Stock”) at an exercise price of $0.01 per share. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time pursuant to Section (h) hereof or as otherwise provided herein, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per share of Common Stock acquirable upon exercise hereof as in effect at any time and as adjusted from time to time is hereinafter sometimes ref
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 and the prospectus (the “Pros
ContractConvertible Debenture • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS DEBENTURE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 3 OF THIS DEBENTURE TO THE SENIOR INDEBTEDNESS (AS DEFINED HEREIN), AND EACH HOLDER OF THIS DEBENTURE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SECTIONS 3 AND 12 OF THIS DEBENTURE.
July 27, 2017Letter Agreement • August 2nd, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Pensare Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right to receive one-tenth of one share of Common Stock (each, a “Right”) and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statements on Form S-1, Nos. 333-219162 and 333-219518 (collectively, the “Registrat
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 1, 2020, is made and entered into by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”),the undersigned party listed under the heading “Holder” on the signature page hereto (and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, each a “Holder” and collectively the “Holders”), and solely for purposes of Section 7.1 of this Agreement, the undersigned parties listed under the heading “Significant Holders” on the signature page hereto (collectively, the “Significant Holders”).
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. EQUITY DISTRIBUTION AGREEMENTAmerican Virtual Cloud Technologies, Inc. • September 1st, 2022 • Services-computer integrated systems design • New York
This Confirmation sets forth the terms of the agreement of Northland Capital Markets (the “Manager”) with American Virtual Cloud Technologies, Inc. (the “Company”) relating to the sale of up to [[●] shares of the Company’s common stock, par value $0.0001 per share][shares of the Company’s common stock, par value $0.0001 per share, having an aggregate gross offering price of up to $[●]], pursuant to the Equity Distribution Agreement between the Company and the Manager, dated September 1, 2022 (the “Agreement”). Unless otherwise defined below, capitalized terms defined in the Agreement shall have the same meanings when used herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 24th, 2017 • PENSARE ACQUISITION Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2017, is made and entered into by and among Pensare Acquisition Corp., a Delaware corporation (the “Company”), Pensare Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDMENT AND JOINDER TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 7th, 2020 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design
This Amendment and Joinder (this “Amendment and Joinder”), entered into and effective as of December 1, 2020, is made to that certain Registration Rights Agreement, dated as of April 7, 2020, by and among American Virtual Cloud Technologies, Inc., a Delaware corporation (the “Company”), and the other parties thereto (the “RRA”). This Amendment and Joinder is entered into by and among the Company, the undersigned parties listed under the heading “Original Holders” on the signature page hereto, and SPAC Opportunity Partners Investment Sub LLC (the “Initial Investor”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the RRA.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 22nd, 2021 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Georgia
This Separation Agreement and Release (the “Agreement”) is between Xavier D. Williams (“Employee”) and American Virtual Cloud Technologies, Inc. (“Employer”) and is effective on the eighth day following Employee’s execution of this Agreement provided Employee has not revoked the Agreement (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • April 25th, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Georgia
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into effective as of April 1, 2022 (the “Effective Date’”), by and between SAW Holdings, LLC (the “Consultant”), and American Virtual Cloud Technologies, Inc. (“AVCT” or the “Company’), whose address is 1720 Peachtree Street, Suite 629, Atlanta, GA 30309. When referred to collectively the Company and the Consultant shall be referred to as the “Parties”.
SETTLEMENT AGREEMENTSettlement Agreement • September 1st, 2022 • American Virtual Cloud Technologies, Inc. • Services-computer integrated systems design • Delaware
THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is made as of August 29, 2022 (the “Effective Date”) by and among Ribbon Communications Canada, ULC (“Ribbon Canada”), Ribbon Communications, Inc. (“Ribbon Parent”), Ribbon Communications Operating Company, Inc. (“RCOCI”), American Virtual Cloud Technologies, Inc. (“AVCT”) and AVCtechnologies USA, Inc. (“AVCT USA”). RCOCI, Ribbon Parent and Ribbon Canada are each referred to herein as a “Ribbon Party,” and collectively as the “Ribbon Parties”. AVCT and AVCT USA are each referred to herein as an AVCT Party and collectively as the “AVCT Parties”. Each Ribbon Party and each AVCT Party is referred to herein as a “Party” and all of them collectively, the “Parties.”
Pensare ACQUISITION CORP.PENSARE ACQUISITION Corp • July 24th, 2017 • Blank checks • New York
This letter agreement by and between Pensare Acquisition Corp. (the “Company” or “our”) and ___________ (the “Affiliate”), an affiliate of our sponsor, Pensare Sponsor Group LLC, dated as of the date hereof, will confirm our agreement that, commencing on the effective (the “Effective Date”) of the Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
