Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

Private Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Preferred Stock or the Conversion Shares by the Company to the Purchaser as contemplated hereby.

Private Placement. Assuming the accuracy of the Holder’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the exchange, offer and sale of the Securities by the Company to the Holder as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

The undersigned agrees that until the Company consummates a Business Combination, the undersigned’s Private Placement Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to the undersigned’s Private Placement Warrants.

Section # Title to Private Placement Warrants. The Holders have good and valid title to the aggregate number of Private Placement Warrants set forth in [Schedule A] to this Agreement, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. The Holders have not, in whole or in part, # assigned, transferred, hypothecated, pledged or otherwise disposed of the Private Placement Warrants or their rights in such Private Placement Warrants, or # given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Private Placement Warrants which would limit the Holders’ power to transfer the Private Placement Warrants hereunder. The Private Placement Warrants being exchanged pursuant to this Agreement are all of the Private Placement Warrants of the Company now held by the Holders or any of their affiliates issued and outstanding as of the date hereof.

Section # Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:

Section # Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

Section # Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.