Common use of Firm Unit Clause in Contracts

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock. The shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”) and one-half of one (1) redeemable warrant right (the “Warrant(sRight(s)”) to purchase receive one-tenth (1/10) of one share of Common StockStock upon the consummation of a Business Combination (as defined below). The shares of Common Stock and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant Right entitles the holder to purchase receive one-tenth (1/10) of one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after upon the closing of a Business Combination (as defined belowherein), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock. The shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), ) and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common StockOrdinary Shares. The shares of Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd trading day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the RepresentativesUnderwriters’ decision to allow earlier trading, subject, however, to conditioned upon the Company (i) filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (ii) issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Shares at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock Ordinary Shares have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock Ordinary Shares underlying such Warrants during the period commencing on the first Business Day trading day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Daytrading day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, the New York are not Stock Exchange is open for businesstrading.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockCommon Stock, par value $0.0001 per share (the “Common StockClass A Share(s)”) and one-half of one (1) right (the “Right(s)”) entitling the holder thereof to receive one-tenth of one Class A Share on consummation of a Business Combination (as defined below) and one half (1/2) of one redeemable warrant (the “Warrant(s)”) each whole Warrant entitling the holder thereof to purchase one share of Common StockClass A Share. The shares of Common Stock Class A Shares, Rights and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each whole Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of Class A Share for $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date effective date of the Registration Statement (as defined below), and terminating on the five four (54) year anniversary of the closing of a Business Combination and each ten Rights entitle the holder to receive one (1) Class A Share for $10.00 per share upon the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringacquisition by merger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all or substantially all of the assets of, entering into contractual arrangements withstock purchase, or engaging in any other similar business combination with combination, or control through contractual arrangements, of one or more operating businesses or entities by the Company. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have Class A Shares has been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty given (30) day notice period“Force-Call Redemption”). As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 0.001 per share of the Company (the “Common Stock”) and one-half of one (1) redeemable warrant to purchase one (1) share of Common Stock (the “Warrant(s)”) to purchase one share of Common Stock). The shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of for $11.50 per share during the period commencing on the later of (a) thirty (30) 30 days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below)date of the consummation of the Offering, and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiringmerger, engaging in a share capital stock exchange, share reconstruction and amalgamation withasset acquisition, purchasing all stock purchase, reorganization or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses businesses. The Company’s initial focus will be on acquiring a business in the financial services industry or entities by a business providing technological services to the Companyfinancial industry. The Company has the right to redeem the Warrants, with the prior consent of the Representative, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, ; so long as the last sales price of the shares of Common Stock have has been at least $16.50 24.00 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share stock (the “Common Stock”) and one-half of one (1) redeemable warrant right (the “Warrant(sRight(s)”) to purchase receive one-tenth (1/10) of one share of Common StockStock upon the consummation of a Business Combination (as defined below). The shares of Common Stock and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes is declared effective by the Commission (as defined below) (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the requirement that Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin, as decided. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant Right entitles the holder to purchase receive one-tenth (1/10) of one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after upon the closing of a Business Combination (as defined belowherein), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Common StockOrdinary Shares”) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common StockOrdinary Shares. The shares of Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd trading day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Underwriters' decision to allow earlier trading, subject, however, to conditioned upon the Company (i) filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and (ii) issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock Ordinary Shares at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business CombinationCombination or earlier upon redemption or liquidation. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock Ordinary Shares have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day trading day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock Ordinary Shares underlying such Warrants during the period commencing on the first Business Day trading day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Daytrading day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, the New York are not Stock Exchange is open for businesstrading.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one (1) redeemable warrant right (the “Warrant(sRight(s)”) entitling the holder thereof to purchase receive one-tenth (1/10) of one share of Common StockStock on consummation of a Business Combination (as defined below). The shares of Common Stock and the Warrants Rights included in the Firm Units will not be separately transferable until the earlier of the 52nd 90th day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ Representative’s decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance balanced sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission (as herein defined) on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a acquisition by share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are authorized or required by law to remain closed; provided, however, for clarification, national banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”, or other similar orders or restrictions of the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including wire transfers) of national banks in New York, New York are generally open for businessuse by customers on such day.

Firm Unit. Each Firm Unit consists of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one-half of one (1) redeemable warrant (the “Warrant(s)”) to purchase one share of Common Stock. The shares of Common Stock and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd day after the date that the Registration Statement (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow earlier trading, subject, however, to the Company filing a Current Report on Form 8-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing a press release announcing when such separate trading will begin. In no event will the Company allow separate trading until (i) the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering and the filing of such audited balance sheet with the Commission on a Form 8-K or similar form by the Company which includes such balance sheet and (ii) the issuance of a press release announcing when such separate trading shall begin. Each Warrant entitles the holder to purchase one (1) share of Common Stock at an exercise price of $11.50 per share during the period commencing on the later of (a) thirty (30) days after the closing of a Business Combination (as defined below), or (b) twelve (12) months from the Closing Date (as defined below), and terminating on the five (5) year anniversary of the closing of a Business Combination. As used herein, the term “Business Combination” shall mean any acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the Company. The Company has the right to redeem the Warrants, upon not less than thirty (30) days written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisable, so long as the last sales price of the shares of Common Stock have been at least $16.50 per share for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, and provided that there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants during the period commencing on the first (1st) Business Day on which the minimum sales price is achieved until the completion of the thirty (30) day notice period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.

Firm Unit. Each Firm Unit consists of one (1) share two shares of the Company’s Class A common stockordinary shares, par value $0.0001 .0001 per share (the “Common StockOrdinary Shares”) ), and one-half of one (1) redeemable warrant to purchase one Ordinary Share (the “Warrant(s)”) to purchase one share of Common Stock). The shares of Common Stock Ordinary Shares and the Warrants included in the Firm Units will not be separately transferable until the earlier of the 52nd 45th day after the date earlier to occur of (i) the termination of the underwriters’ over-allotment option or (ii) the exercise in full by the underwriters of that the Registration Statement option (as defined below) becomes effective (the “Effective Date”) or the announcement by the Company of the Representatives’ decision to allow herein), unless Broadband determines that an earlier tradingdate is acceptable, subject, however, in both instances subject to the Company filing a Current having filed the Report of Foreign Private Issuer on Form 86-K (“Form 8-K”) with the Commission (as defined below) containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the Offering and issuing having issued a press release announcing when such separate trading will begin. In no event will the Ordinary Shares and Warrants be traded separately until the Company allow separate trading until has filed a Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission (ithe “Commission”) the preparation of containing an audited balance sheet reflecting its receipt of the Company reflecting receipt by the Company of the gross proceeds of the Offering and Offering. The Company will file the Report of Foreign Private Issuer on Form 6-K promptly upon the consummation of the Offering, which is anticipated to take place within four business days from the date of the Prospectus. If the Over-Allotment Option (as herein defined) is exercised following the initial filing of such audited balance sheet with the Commission Report of Foreign Private Issuer on Form 6-K, a second or amended Report of Foreign Private Issuer on Form 86-K or similar form by will be filed to provide updated financial information to reflect the Company which includes such balance sheet and (ii) exercise of the issuance of a press release announcing when such separate trading shall beginOver-Allotment Option. Each Warrant entitles the its holder to purchase one (1) share of Common Stock at an exercise price of Ordinary Share for $11.50 6.00 per share during the period commencing on the later of of: (ai) thirty (30) days after the closing consummation by the Company of a Business Combination (as defined below), ) or (bii) twelve (12) months one year from the Closing Date effective date (the “Effective Date”) of the Registration Statement (as defined below), ) and terminating on the five (5) five-year anniversary of the closing of a Business CombinationEffective Date. As used herein, the term “Business Combination” shall mean any acquiring, engaging have the same meaning as set forth in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities by the CompanyRegistration Statement. The Company has the right to redeem the Warrants, in whole but not in part, upon not less than thirty (30) days days’ written notice at a price of $0.01 per Warrant at any time after the Warrants become exercisabletime; provided, so long as however, that (i) the last sales sale price of the shares of Common Stock have Ordinary Shares has been at least $16.50 per share 14.25 for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3rd) Business Day (as defined below) prior to the day on which notice is given, given and provided that there is a current (ii) an effective registration statement in effect with respect to covering the shares of Common Stock underlying such Warrants during the period commencing on the first Business Day on which the minimum sales price is achieved until the completion Ordinary Shares issuable upon exercise of the thirty (Warrants is current and available throughout the 30) -day notice of redemption period. As used herein, the term “Business Day” shall mean any day other than a Saturday, Sunday or any day on which national banks in New York, New York are not open for business.. Broadband Capital Management LLC _________ __, 2008