Common use of to the Registration Statement Clause in Contracts

to the Registration Statement. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor and certain security holders of the Company, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Warrants, the shares underlying the Founder Shares and the Private Placement Warrants and the warrants issuable upon conversion of working capital loans. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants and certain proceeds of the Offering and sale of the Securities will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company and the Underwriters. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Private Placement Warrants and any warrants issued upon the conversion of working capital loans by the Sponsor, the Company’s executive officers and directors, or their respective affiliates, to the Company (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants and the Working Capital Warrants. The Company has duly executed and delivered a letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and each of the Company’s executive officers, directors and director nominees each in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, administrative and support services.

to the Registration Statement. It is contemplated that the shares of Preferred Stock and the Redeemable Warrants will trade separately and be purchasable separately immediately upon issuance. The Company has entered into a Registration Rights 1,200,000 shares of Preferred Stock and 1,700,000 Redeemable Warrants are hereinafter referred to as the "Firm Securities." Upon your request, as provided in Section 3 of this Agreement, dated as the Company shall also issue and sell to you up to an additional 180,000 shares of Preferred Stock and 255,000 Redeemable Warrants for the purpose of covering over-allotments in the sale of the date hereof, with Firm Securities. Such additional securities are hereinafter referred as the Sponsor "Option Securities." The Firm Securities and certain security holders the Option Securities are hereinafter sometimes referred to as the "Offered Securities." The 1,380,000 shares of Preferred Stock included as part of the Company, in substantially Offered Securities are hereinafter referred to as the form filed as Exhibit 10.4 to "Shares"; the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect 1,955,000 shares of Preferred Stock issuable upon exercise of the Founder Redeemable Warrants included as part of the Offered Securities are hereinafter referred to as the "Public Warrant Shares, "; the Private Placement Warrants, the 3,335,000 shares underlying the Founder Shares and the Private Placement Warrants and the warrants of Common Stock issuable upon conversion of working capital loans. the Shares and the Public Warrant Shares are hereinafter referred to as the "Public Conversion Shares"; and the Offered Securities, Public Warrant Shares and Public Conversion Shares are sometimes hereinafter referred to collectively as the "Public Securities." The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 also proposes to the Registration Statement (the “Trust Agreement”)issue and sell to you, pursuant to which the proceeds from the sale terms of the Private Placement Warrants and certain proceeds of the Offering and sale of the Securities will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company and the Underwriters. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants, the Private Placement Warrants and any warrants issued upon the conversion of working capital loans by the Sponsor, the Company’s executive officers and directors, or their respective affiliates, to the Company (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants and the Working Capital Warrants. The Company has duly executed and delivered a letter agreement, dated as of the date hereofFirst Closing Date (as hereinafter defined), by between you and among the CompanyCompany (the "Underwriter's Warrant Agreement"), warrants (the "Underwriter's Warrants) to purchase up to 120,000 shares of Preferred Stock and 170,000 Redeemable Warrants. The Underwriter's Warrants shall be exercisable during the four-year period commencing 12 months from the Effective Date, at $6.25 per share of Preferred Stock and $1.6875 per Redeemable Warrant, subject to adjustment in certain events to protect against dilution. The 120,000 shares of Preferred Stock issuable upon exercise of the Underwriter's Warrants are hereinafter referred to as the "Underwriter's Shares"; the 170,000 Redeemable Warrants issuable upon exercise of the Underwriter's Warrants are hereinafter referred to as the "Underwriter's Redeemable Warrants"; the 170,000 shares of Preferred Stock issuable upon exercise of the Underwriter's Redeemable Warrants are hereinafter referred to as the "Underwriter's Warrant Shares"; the 290,000 shares of Common Stock issuable upon conversion of the Underwriter's Shares and the Underwriter's Warrant Shares are hereinafter referred to as the "Underwriter's Conversion Shares"; and the Underwriter's Warrants, the Sponsor Underwriter's Shares, the Underwriter's Redeemable Warrants, the Underwriter's Warrant Shares and each of the Company’s executive officers, directors Underwriter's Conversion Shares are sometimes hereinafter referred to collectively as the "Underwriter's Securities." The Public Securities and director nominees each the Underwriter's Securities are sometimes hereinafter referred to collectively as the "Registered Securities." The Registered Securities are more fully described in substantially the form filed as Exhibit 10.2 to the Registration Statement (and the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 Prospectus referred to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, administrative and support servicesbelow.

to the Registration Statement. It is contemplated that the shares of Common Stock and the Redeemable Warrants comprising the Offered Units will become detachable and trade separately and be purchasable separately immediately upon issuance. The Company has entered into a Registration Rights 1,500,000 Offered Units, and the 1,500,000 shares of Common Stock and 1,500,000 Redeemable Warrants included therein, are hereinafter referred to as the "Firm Securities." Upon your request, as provided in Section 3 of this Agreement, dated as of the date hereof, with the Sponsor and certain security holders of the Company, in substantially the form filed as Exhibit 10.4 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights shall also issue and sell to you up to an additional 225,000 Units, for the purpose of covering over-allotments in respect of the Founder Shares, the Private Placement Warrants, the shares underlying the Founder Shares and the Private Placement Warrants and the warrants issuable upon conversion of working capital loans. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants Firm Securities. Such additional securities are hereinafter referred as the "Option Securities." The Firm Securities and certain proceeds the Option Securities are hereinafter sometimes referred to as the "Offered Securities." The 1,725,000 shares of Common Stock included as part of the Offering and sale Offered Securities are hereinafter referred to as the "Shares"; the 1,725,000 shares of Common Stock issuable upon exercise of the Securities will be deposited and held in a trust account (the “Trust Account”) for the benefit Redeemable Warrants included as part of the Company Offered Securities are hereinafter referred to as the "Public Warrant Shares"; and the Underwriters. Offered Securities and Public Warrant Shares are sometimes hereinafter referred to collectively as the "Public Securities." The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect also proposes to the Warrants, the Private Placement Warrants issue and any warrants issued upon the conversion of working capital loans by the Sponsor, the Company’s executive officers and directors, or their respective affiliates, sell to the Company (the “Working Capital Warrants”) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”)you, pursuant to which CST will act as the terms of a warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Private Placement Warrants and the Working Capital Warrants. The Company has duly executed and delivered a letter agreement, dated as of the date hereofFirst Closing Date (as hereinafter defined), by between you and among the CompanyCompany (the "Underwriter's Warrant Agreement"), warrants (the "Underwriter's Warrants) to purchase up to 150,000 shares of Common Stock and 150,000 Redeemable Warrants. The Underwriter's Warrants shall be exercisable during the four-year period commencing 12 months from the Effective Date, at $5.50 per share of Common Stock and $.11 per Redeemable Warrant, subject to adjustment in certain events to protect against dilution. The 150,000 shares of Common Stock issuable upon exercise of the Underwriter's Warrants are hereinafter referred to as the "Underwriter's Shares"; the 150,000 Redeemable Warrants issuable upon exercise of the Underwriter's Warrants are hereinafter referred to as the "Underwriter's Redeemable Warrants"; the 150,000 shares of Common Stock issuable upon exercise of the Underwriter's Redeemable Warrants are hereinafter referred to as the "Underwriter's Warrant Shares"; and the Underwriter's Warrants, the Sponsor Underwriter's Shares, the Underwriter's Redeemable Warrants and each of the Company’s executive officers, directors Underwriter's Warrant Shares are sometimes hereinafter referred to collectively as the "Underwriter's Securities." The Public Securities and director nominees each the Underwriter's Securities are sometimes hereinafter referred to collectively as the "Registered Securities." The Registered Securities are more fully described in substantially the form filed as Exhibit 10.2 to the Registration Statement (and the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 Prospectus referred to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to the Sponsor an aggregate monthly fee of $10,000 for office space, utilities, administrative and support servicesbelow.