Common use of Trading Instructions Clause in Contracts

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and confirmed by telephone at (▇▇▇) ▇▇▇-▇▇▇▇. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to [• ], Att: General Counsel, by facsimile at [• ] confirmed by telephone at [• ], with a copy to [• ] at [• ]@[• ].com. (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x) above. (ii) Sponsor shall pay to Broker a commission of $0.03 per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and confirmed by telephone at (▇▇▇) ▇▇▇-▇▇▇▇. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to [• ]BNYH BPW Holdings LLC, Att: General Counsel, by facsimile at [• ] (▇▇▇) ▇▇▇-▇▇▇▇ confirmed by telephone at [• ](▇▇▇) ▇▇▇-▇▇▇▇, with a copy to [• ] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at [• ]@[• ].com▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x) above. (ii) Sponsor shall pay to Broker a commission of $0.03 per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and confirmed by telephone at (▇▇▇) ▇▇▇-▇▇▇▇. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to [• ]▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners Acquisition LP, Att: General Counsel, by facsimile at [• ] (▇▇▇) ▇▇▇-▇▇▇▇ confirmed by telephone at [• ](▇▇▇) ▇▇▇-▇▇▇▇, with a copy to ▇▇▇▇▇▇▇ (Arjay) ▇▇▇▇▇▇ at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇] [• ] BNYH BPW Holdings LLC, Attn: General Counsel, by facsimile at [• (▇▇▇) ▇▇▇-▇▇▇▇ confirmed by telephone at (▇▇▇) ▇▇▇-▇▇▇▇, with a copy to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇]@[• ].com. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x) above. (ii) Sponsor shall pay to Broker a commission of $0.03 per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.

Trading Instructions. (a) Broker is authorized to begin purchasing Shares as agent for Sponsor as set forth herein pursuant to this Purchase Plan on the later of (i) the day after the Company files an initial preliminary proxy statement (the “Preliminary Proxy Statement”) with the Securities and Exchange Commission relating to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”), with one or more operating businesses (the “Target”) and (ii) 60 calendar days after termination of the “restricted period” in connection with the Company’s initial public offering under Regulation M (the “Commencement Date”). Broker shall cease purchasing Shares on the Termination Date (as defined below). The period beginning on the Commencement Date and ending on the Termination Date is referred to herein as the “Plan Period”. For the avoidance of doubt, Broker shall not begin purchasing Shares as agent pursuant to this Purchase Plan, until it receives written notification from the Company and Sponsor of the Commencement Date in accordance with Section 5(a) herein. Such notice shall be given to Broker in writing by facsimile at (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, and confirmed by telephone at (▇▇▇) ▇▇▇-▇▇▇▇. (b) In accordance with Broker’s customary procedures, Broker will deposit Shares purchased hereunder into the Account against payment to Broker of the purchase price therefor and commissions and other fees in respect thereof. (c) Broker will notify Sponsor of all transactions executed under this Purchase Plan pursuant to customary trade confirmations, which shall be provided within 24 hours of each transaction to [• ]▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners Acquisition LP, Att: General Counsel, by facsimile at [• ] (▇▇▇) ▇▇▇-▇▇▇▇ confirmed by telephone at [• ](▇▇▇) ▇▇▇-▇▇▇▇, with a copy to [• ] ▇▇▇▇▇▇▇ (Arjay) ▇▇▇▇▇▇ at [• ]@[• ].com▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. (d) (i) On each day on which the American Stock Exchange (the “Exchange”) is open for trading (each, a “Business Day”), Broker shall use commercially reasonable efforts to purchase, as agent and for the account of Sponsor in compliance with Rule 10b-18(b), the lesser of (x) the maximum number of Shares Sponsor is permitted to purchase under Rule 10b-18 on such Business Day and (y) the number of Shares to be purchased pursuant to the Share Repurchase Guidelines set forth on Appendix A hereto, provided, however, that to the extent such purchases would not constitute “Rule 10b-18 purchases” as defined under Rule 10b-18 solely as a result of Rule 10b-18(a)(13)(iv), Broker may upon the advice of counsel to Broker, disregard any restriction contained in Rule 10b-18(a)(13)(iv)(B) in determining the number of shares that may be purchased pursuant to clause (x) above. (ii) Sponsor shall pay to Broker a commission of $0.03 per Share so purchased. (e) Broker will make, keep and produce promptly upon request a daily time-sequenced schedule of all Share purchases made under this Purchase Plan, on a transaction-by-transaction basis, including (i) size, time of execution and price of purchase; and (ii) the exchange, quotation system, or other facility through which the Share purchase occurred, which obligations are set forth under the heading “Daily Time-Sequenced Schedule Obligations” on Appendix A hereto. (f) Sponsor agrees that this Purchase Plan constitutes an irrevocable limit order to purchase Shares pursuant to the terms of this Purchase Plan, including the Share Repurchase Guidelines set forth on Appendix A hereto.