Common use of Terms of the Warrant Clause in Contracts

Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO, except: (i) they will not have a claim to the funds held in the trust account, (ii) they will be placed in escrow and not released before, except in limited circumstances, until after the consummation of a Business Combination, (iii) they are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be signed on or before the date of this prospectus, (iv) they will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and (v) they are exercisable (a) on a “cashless” basis if held by the initial holder thereof or its permitted assigns and (b) in the absence of an effective registration statement covering the shares of common stock underlying the warrants. In no event will the Company be required to net cash settle the Warrant exercise.

Terms of the Warrant. The Warrants are substantially identical to the warrants included in the units offered in the IPO, except: (i) they will not have a claim to the funds held in the trust account, (ii) they will be placed in escrow and not released before, except in limited circumstances, until after the 90th day from the consummation of a Business Combination, (iii) they are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be signed on or before the date of this prospectus, (iv) they will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and (v) they are exercisable (a) on a “cashless” basis if held by the initial holder thereof or its permitted assigns and (b) in the absence of an effective registration statement covering the shares of common stock underlying the warrants. In no event will the Company be required to net cash settle the Warrant exercise.