Common use of Representations of Purchaser Clause in Contracts

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser represents to the Company as follows: (a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser represents to the Company as follows: (a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as anan “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144. (f) Purchaser represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. (g) Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All action necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by Purchaser. Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement. The purchase by Purchaser of the Private Placement Warrants does not conflict with the organizational documents of Purchaser or with any material contract by which Purchaser or its property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to Purchaser or its property. The principal place of business of Purchaser is as set forth on the signature page hereto. (h) Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act. (i) Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Placement Warrants or the fairness or suitability of the investment in the Private Placement Warrants, nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Warrants.

Representations of Purchaser. In connection with the purchase of the Private Placement WarrantsThe Purchaser acknowledges, Purchaser represents and warrants to the Company as follows: 1.1 That Purchaser alone or with the assistance of its own financial, tax, accounting or legal advisors (a) "Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accountingRepresentative"), legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise experience in financial and business matters, knows of matters that the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, Purchaser is capable of evaluating the merits and risks of an investment in the Private Placement WarrantsSenior Notes, has the capacity to protect Purchaser's own interests in connection with an investment in the Senior Notes and has the net worth to undertake such risks. If Purchaser has employed a Purchaser Representative in connection with the evaluation of a purchase of the Senior Notes, Purchaser has set forth below the name, address, and occupation of the Purchaser Representative. The decision of Purchaser to purchase the Senior Notes hereunder has been made by such Purchaser independently of any other person and independently of any statements, disclosures or judgments as to the properties, business, prospects or condition (financial or otherwise) of the Company which may have been made or given by any other person. 1.2 That Purchaser has received and had the opportunity to review the Term Sheet, and has been given full and complete access to information regarding the Company and has utilized such access to Purchaser's satisfaction for the purpose of obtaining such information regarding the Company, as Purchaser has reasonably requested and, particularly, Purchaser has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Senior Notes and to obtain any additional information, to the extent reasonably available. 1.3 That Purchaser recognizes that an investment in the Company involves a high degree of risk, including, but not limited to, those risks described in the Term Sheet in the Section entitled "Risk Factors." 1.4 That Purchaser realizes that (A) the purchase of the Senior Notes is able to a long-term investment (B) the purchaser of the Senior Notes must bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only an indefinite period of time because the Senior Notes and the shares of Common Stock issuable upon conversion of the Senior Notes (the "Common Stock") have not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of been registered under the Securities Act of 1933, as amended (the “"Securities Act”). ") or under the securities laws of any other jurisdiction and, therefore, the Senior Notes cannot be resold unless they are subsequently registered under said laws or exemptions from the registration requirements of such laws are available and Purchaser understands can and will bear the economic risks of Purchaser's investment in the Senior Notes and acknowledges that Purchaser is able to hold the Senior Notes indefinitely and is able to sustain a complete loss if the Senior Notes become worthless, and (C) that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation transferability of the Company, as Senior Notes is restricted and that a legend will be placed on any certificate representing the same may be amended from time to time) and understands that there is no assurance as Senior Notes substantially to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (following effect: The Senior Notes and the shares of underlying Common Stock issuable upon exercise thereof) represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The Senior Notes and the underlying Common Stock have been acquired for investment and may not be offered, sold, transferred, assigned or otherwise disposed of in the absence of a current and effective registration statement under the Securities Act with respect to such Senior Notes and the underlying Common Stock, or an opinion of counsel, reasonably acceptable to the Company, to the effect that registration is not required under the Securities Act. 1.5 There have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any state securities law seminar or meeting whose attendees have been invited by reason any general solicitation or advertising) by or on behalf of a specific exemption therefromthe Company regarding an investment in the Senior Notes. 1.6 Purchaser has no contract, and undertaking, agreement or arrangement with any shareholder of the Company to sell, transfer or pledge the Senior Notes (or any part thereof) which such Purchaser has purchased hereunder. The Purchaser has no present plans or intentions to enter into any such contract, undertaking, agreement or arrangement. 1.7 Purchaser acknowledges that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) Senior Notes being sold must be held indefinitely, subject to any expiration, indefinitely unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) they are subsequently registered under the Securities Act or a transfer is made pursuant to an exemption from such registration under applicable federal and state securities laws. 1.8 Purchaser is availablea bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Senior Notes in the jurisdiction set forth on the signature page hereof, and the Senior Notes are being purchased by Purchaser in Purchaser's name solely for Purchaser's own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or with the intention to transfer to, any other person, trust, organization or entity. 1.9 Purchaser, if a citizen of the United Kingdom, acknowledges that the Senior Notes will not be offered or sold to persons in the United Kingdom by means of any document other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Shares Regulations 1995, as amended by the Public Offers of Shares (Amendment) Regulations 1999. 1.10 Purchaser comes within at least one category marked below and has marked the appropriate category, and Purchaser has truthfully set forth the factual basis or reason the undersigned comes within that category. All information in response to this paragraph will be kept strictly confidential, except to the extent that the Company is obligated to disclose such information under applicable law. Purchaser agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below. 1.11 Purchaser understands that the certificates evidencing the Private Placement Warrants name and address of such Purchaser as provided to ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Ltd (and the shares of Common Stock issuable upon exercise thereof"NFL") will need to be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time disclosed by NFL to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it will subsequently be held and processed by the Company in accordance with this Paragraph 1.11. To the extent such Purchaser is the position a resident of the Securities European Community, each Purchaser hereby consents to such disclosure and Exchange Commission processing in accordance with the Data Protection Act of 1998 of the United Kingdom of England and Wales: (A) in connection with (i) its purchase of Senior Notes; (ii) the “SEC”) that promoters or affiliates issuance of a blank check company certificate representing the Senior Notes in the name of such Purchaser and their transferees(iii) the Company's obligation to deliver to such Purchaser any notices and other communications that may be required by the terms of this Agreement or otherwise; (B) as may be required by law or other regulatory body. Category I: ____ Purchaser is an individual (not a partnership, both before corporation, etc.) whose individual net worth, or joint net worth with Purchaser's spouse, presently exceeds $1,000,000. In calculating the net worth, the undersigned may include equity in personal property and after a Business Combinationreal estate, would act as anincluding Purchaser's principal residence, cash, short-term investments, stocks and securities. Equity in personal property and real estate should be based on the fair market value of such property less debt secured by such property.

Representations of Purchaser. In connection order to induce the Company to accept this subscription and sell to the Purchaser the Shares, the Purchaser does hereby represent, warrant and covenant to and agree with the purchase Company, which representations, warranties, covenants and agreements shall be deemed to be continuing and shall survive the execution of this Agreement by the Company and the consummation of the Private Placement Warrantstransactions herein contained, Purchaser represents to the Company as follows: (a) Purchaser RECEIPT OF DISCLOSURE DOCUMENTS; AVAILABILITY OF DOCUMENTS; INDEPENDENT Investigation. The Purchase has been furnished with all materials relating the Company's press releases, Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Report on Form 10-Q for the period ended March 31, 1996 and most recent proxy statement (the "Disclosure Documents"). The Purchaser acknowledges that the Company has offered to provide copies of any documents identified in the Disclosure Documents requested by the Purchaser. In addition, prior to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that Shares, all documents, records and books pertaining to an investment in the Company have been requested by made available to the Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire Purchaser's advisers for inspection during reasonable business hours at the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors office of the Company. Purchaser understands that its investment in In making the Private Placement Warrants involves a high degree of risk. decision to purchase the Shares, the Purchaser has sought such accountingrelied upon independent investigations made by Purchaser and Purchaser's representatives, legal and tax advice as if any. (b) OPPORTUNITY TO TALK WITH MANAGEMENT. The Purchaser has considered necessary been given the opportunity and has been encouraged to make an informed investment decision discuss with respect to Purchaser’s acquisition management of the Private Placement Warrants. Purchaser has such knowledge Company the present and expertise in contemplated business, operations and financial and business matters, knows condition of the high degree Company and the estimated expenses of risk associated with investments generally this transaction and particularly investments in the securities contemplated use of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereundernet proceeds from this transaction. (c) ACCREDITED INVESTOR; KNOWLEDGE AND EXPERIENCE. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. The Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale an "accredited investor" as that term is defined in connection with, any “distribution” thereof within the meaning of Regulation D under the Securities Act of 1933, as amended (the “"Securities Act”"). Purchaser understands , and has such knowledge or experience in financial and business matters that the Company Purchaser is a blank check development stage company recently formed for capable, either alone or together with the purpose Purchaser's purchaser representative (if any) of consummating an initial Business Combination (as such term is defined evaluating the merits and risks of investing in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. In connection Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. During such periods, if ever, as Company is not currently a public corporation which has an effective registration statement for the shares issuable under the Plan under the Securities Act of 1933, the Purchaser confirms the representations set forth below: The Purchaser is acquiring the Shares for his/her own account and the Shares were acquired by him/her for the purpose of investment and not with the purchase a view to distribution or resale thereof in violation of the Private Placement Warrants, Purchaser represents to Securities Act of 1933 (the Company as follows: (a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants"Securities Act"). Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition none of the Private Placement WarrantsShares has been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser has such knowledge and expertise in financial and business matters, knows agrees not to resell or otherwise dispose of all or any part of the high degree Shares purchased by him/her except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. The Purchaser further represents that the Purchaser understands and agrees that all certificates evidencing any of risk associated with investments generally and particularly investments in the securities of companies in the development stage such Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as the Companyfollows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, is capable of evaluating the merits and risks of an investment in the Private Placement WarrantsSOLD, and DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE." The Purchaser is able to bear the economic risk of an this investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford including a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combinationinvestment. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. In connection with Purchaser understands that the purchase of Shares are not registered under the Private Placement WarrantsAct, Purchaser and represents to the Company, and agrees that the Company is entitled to rely on such representations, as follows: (a) Purchaser has understands that the Shares have not been furnished with all materials relating registered under the Act, or registered or qualified under the securities or "Blue Sky" laws of any jurisdiction, and are being sold pursuant to exemptions contained in the Act and exemptions contained in other applicable securities or "Blue Sky" laws. Purchaser understands further that the Company’s business affairs 's reliance on these exemptions is based in part on the representations made by Purchaser in the Agreement. In this connection, Purchaser represents and financial condition and materials related to warrants that the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment Shares were made solely in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business CombinationVirginia. (b) Purchaser understands the term "accredited investor" as used in Regulation D promulgated under the Act and represents and warrants to the Company that he is an "accredited investor" for purposes of acquiring the Shares. The nature and amount of Purchaser's investment in the Shares is consistent with Purchaser's investment objectives, abilities, and resources. Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have Shares are an illiquid investment, which will not been registered under the Securities Act or any state securities law become freely transferable by reason of a specific exemption therefrom, any "change of circumstances" whatever. Purchaser has adequate means of providing for Purchaser's current needs and that the Company is relying on the truth possible contingencies and accuracy of, and has no need for liquidity in Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein's investment. (c) Purchaser further acknowledges is acquiring the Shares for Purchaser's own account for investment, and understands that not for, with a view to, or in connection with the Private Placement Warrants (and the shares of Common Stock issuable upon exercise resale or distribution thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that has no present intention to sell, hypothecate, distribute or otherwise transfer the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered Shares or such registration is not required in the opinion of counsel for the Companyany portion thereof or any interest therein. (d) Purchaser is familiar with understands that the provisions Shares will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Act and that, as such, the Shares must be held indefinitely unless they are subsequently registered under the Act or unless an exemption from the registration requirements thereof is available. Purchaser has been advised that Rule 144, which permits the resale, subject to various terms and conditions, of small amounts of such "restricted securities" after they have been held for one year, does not now apply to the Company, because the Company is not now required to file, and does not file, current reports under the Securities ActExchange Act of 1934, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless and because information concerning the Company registers substantially equivalent to that which would be available if the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities ActCompany were required to file such reports is not now publicly available. The Company may become a reporting entity at some future date, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may but no assurance can be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144given that it will do so. (e) In connection with Purchaser's acquisition of the Shares, Purchaser further understands accepts the condition that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying maintain "stop transfer" orders with respect to the Shares and that each certificate or other document evidencing the Shares will bear conspicuous legends in substantially the form set forth in Section 7 of this Agreement. (f) Purchaser has consulted Purchaser's attorney or accountant with respect to Purchaser's purchase of the Shares. Purchaser has fully investigated the Company and its business and financial condition and has knowledge of the Company's current public activities. Purchaser acknowledges that the Company has granted Purchaser and Purchaser's attorney or accountant access to all information requirements about the Company which they have requested and has offered each of Rule 144them access to all further information which they deemed relevant to an investment decision with respect to the Shares. Purchaser and Purchaser's attorney or accountant have had the opportunity to ask questions of, and thatreceive answers from, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter representatives of the Company concerning such information and understands that it is the position of the Securities Company's financial condition and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as anprospects.

Representations of Purchaser. In connection Purchaser acknowledges that Purchaser has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. Unless the Company is a public corporation which has registered the shares issuable under the Plan under the Securities Act of 1933, the Purchaser confirms the representations set forth below: The Purchaser is acquiring the Shares for his/her own account and the Shares were acquired by him/her for the purpose of investment and not with the purchase a view to distribution or resale thereof in violation of the Private Placement Warrants, Purchaser represents to Securities Act of 1933 (the Company as follows: (a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants"Securities Act"). Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition none of the Private Placement WarrantsShares has been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws or unless an exemption from such registration is available. The Purchaser has such knowledge and expertise in financial and business matters, knows agrees not to resell or otherwise dispose of all or any part of the high degree Shares purchased by him/her except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws. The Purchaser understands that the Company does not have any present intention and is under no obligation to register the Shares under the Securities Act and other applicable securities laws. The Purchaser further represents that the Purchaser understands and agrees that all certificates evidencing any of risk associated with investments generally and particularly investments in the securities of companies in the development stage such Shares, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as the Companyfollows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, is capable of evaluating the merits and risks of an investment in the Private Placement WarrantsSOLD, and DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT EXEMPTION FROM REGISTRATION THEREUNDER IS AVAILABLE." The Purchaser is able to bear the economic risk of an this investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford including a complete loss of its investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combinationinvestment. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. In connection Purchaser hereby represents, warrants, and agrees to and with the purchase of the Private Placement Warrants, Purchaser represents to the Company Seller as follows: (a) 4.1 Purchaser has been furnished with all materials relating full power, authority, and legal right to purchase the Company’s business affairs Assets from Seller, and financial condition the execution of this Agreement by Purchaser does not require the consent of, or notice to, any party not previously obtained or given; 4.2 This Agreement constitutes a legal and materials related to the offer and sale binding obligation of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able valid and enforceable against Purchaser and Purchaser's successors in accordance with its terms except as enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights generally and except that the remedies of specific performance, injunction and the forms of equitable relief may be subject to bear equitable defenses and to the economic risk equitable discretion of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its investment in the Private Placement Warrants. court before which any proceeding therefor may be brought; and 4.3 Purchaser is purchasing a former officer and director of Seller and is familiar with the Private Placement Warrants for investment for Purchaser’s own account only Assets and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”)Liabilities. Purchaser understands that the Company is a blank check development stage company recently formed for Assets are being transferred to Purchaser pursuant to the purpose terms of consummating an initial Business Combination (as such term is defined this Agreement in the Amended and Restated Certificate of Incorporation "AS IS" condition. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY SELLER TO PURCHASER CONCERNING THE SUITABILITY OF THE ASSETS FOR ANY PARTICULAR PURPOSE. 4.4 As of the CompanyEffective Date, as Seller was indebted to Purchaser in an aggregate amount of at least $32,000 for advances made by the same may be amended from time to time) and understands that there is no assurance as Purchaser to the future performance Seller, which amount represents the valid and binding obligation of the Company Seller for which the Seller received adequate consideration and that which amount was properly documented as an obligation of the Company may never effectuate a Business CombinationSeller in accordance with generally accepted accounting principles. (b) 4.5 Purchaser understands that the Private Placement Warrants (has terminated all contracts and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefromagreements concerning telephone service, long distance telephone service, courier service, and that other services provided to the Company is relying on Seller at the truth and accuracy ofCalifornia Office, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, including but not limited toto those with AT&T, Federal Express, and Pacific ▇▇▇▇ (the "Service Agreements"), and, as of the date of the signing of this Agreement by Purchaser, the bona fide nature of Purchaser’s investment intent as expressed hereinSeller has no obligations under the Service Agreements. (c) 4.6 Purchaser further acknowledges has settled and understands that caused to be discharged all amounts claimed by or owed to ▇▇▇▇▇▇▇, Breed & ▇▇▇▇▇▇ from the Private Placement Warrants (and Seller at any time on or before the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer date of the Private Placement Warrants signing of this Agreement by Purchaser (and the shares of Common Stock issuable upon exercise thereof"▇▇▇▇▇▇▇ Claim") unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Actand, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate date of such issuer), in a non-public offering subject to the satisfaction signing of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Actthis Agreement by Purchaser, the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) may be resold by Purchaser only in certain limited circumstances subject Seller has no obligations to the provisions of Rule 144▇▇▇▇▇▇▇, Breed & ▇▇▇▇▇▇. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an

Representations of Purchaser. In connection with the purchase of the Private Placement Warrants, Purchaser represents to the Company as follows: (a) Purchaser has been furnished with all materials relating to the Company’s business affairs and financial condition and materials related to the offer and sale of the Private Placement Warrants that have been requested by Purchaser and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Private Placement Warrants. Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. Purchaser understands that its his investment in the Private Placement Warrants involves a high degree of risk. Purchaser has sought such accounting, legal and tax advice as Purchaser has considered necessary to make an informed investment decision with respect to Purchaser’s acquisition of the Private Placement Warrants. Purchaser has such knowledge and expertise in financial and business matters, knows of the high degree of risk associated with investments generally and particularly investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Placement Warrants, and is able to bear the economic risk of an investment in the Private Placement Warrants in the amount contemplated hereunder. Purchaser can afford a complete loss of its his investment in the Private Placement Warrants. Purchaser is purchasing the Private Placement Warrants for investment for Purchaser’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). Purchaser understands that the Company is a blank check development stage company recently formed for the purpose of consummating an initial Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company, as the same may be amended from time to time) and understands that there is no assurance as to the future performance of the Company and that the Company may never effectuate a Business Combination. (b) Purchaser understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) have not been registered under the Securities Act or any state securities law by reason of a specific exemption therefrom, and that the Company is relying on the truth and accuracy of, and Purchaser’s compliance with, the representations and warranties and agreements of Purchaser set forth herein to determine the availability of such exemptions and the eligibility of Purchaser to acquire such Private Placement Warrants, including, but not limited to, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) must be held indefinitely, subject to any expiration, unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are subsequently registered under the Securities Act and a related prospectus is available for use or an exemption from such registration is available. Purchaser understands that the certificates evidencing the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) will be imprinted with a legend which prohibits the transfer of the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) unless the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) are registered or such registration is not required in the opinion of counsel for the Company. (d) Purchaser is familiar with the provisions of Rule 144 under the Securities Act, as in effect from time to time (“Rule 144”), which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Unless the Company registers the Private Placement Warrants (and the shares of Common Stock issuable upon exercisable thereof) under the Securities Act, the Private Placement Warrants (and the shares of Common Stock issuable upon the exercise thereof) may be resold by Purchaser only in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under Rule 144 after Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. (e) Purchaser further understands that at the time Purchaser wishes to sell the Private Placement Warrants there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Private Placement Warrants (and the shares of Common Stock issuable upon exercise thereof) under Rule 144 even if the minimum holding period requirement had been satisfied. Notwithstanding Sections 6(d) and (e) hereof, Purchaser understands that it he may be considered a promoter of the Company and understands that it is the position of the Securities and Exchange Commission (the “SEC”) that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as anan “underwriter” under the Securities Act when reselling the securities of a blank check company. Accordingly, the SEC believes that those securities can be resold only through a registered offering and that Rule 144 would not be available for those resale transactions despite technical compliance with the requirements of Rule 144. (f) Purchaser represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated by the SEC under the Securities Act. (g) Purchaser has all necessary power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All action necessary to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and all other agreements and instruments delivered by Purchaser in connection with the transactions contemplated hereby has been duly and validly taken, and this Agreement has been duly executed and delivered by Purchaser. Subject to the terms and conditions of this Agreement, this Agreement constitutes the valid, binding and enforceable obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the rights and remedies of creditors and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); and (ii) the applicability of the federal and state securities laws and public policy as to the enforceability of the indemnification provisions of this Agreement. The purchase by Purchaser of the Private Placement Warrants does not conflict with the organizational documents of Purchaser or with any material contract by which Purchaser or his property is bound, or any laws or regulations or decree, ruling or judgment of any court applicable to Purchaser or his property. The principal place of business of Purchaser is as set forth on the signature page hereto. (h) Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of the Securities Act. (i) Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Placement Warrants or the fairness or suitability of the investment in the Private Placement Warrants, nor have such authorities passed upon or endorsed the merits of the offering of the Private Placement Warrants.