WARRANT PURCHASE AGREEMENT

the Company shall deliver a certificate evidencing the Placement Warrants duly registered in the Purchaser’s name to the Purchasers.

3.       Closing. The closing of the purchase and sale of the Placement Warrants (the “Closing”) will take place at such time and place as the parties may agree (the “Closing Date”), but in no event later than the closing date (the “IPO Closing Date”) of the IPO. On or prior to the IPO Closing Date, the Purchasers shall pay the Purchase Price by wire transfer of funds to the trust account at JP Morgan Chase, maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). The certificates for the Placement Warrants shall be delivered to the Purchasers promptly after the payment of the Purchase Price.

At least twenty-four (24) hours prior to the effective date of the Registration Statement, the Company shall deliver the Purchase Price to Loeb & Loeb LLP. Simultaneously with the consummation of the IPO, Loeb & Loeb LLP shall then deposit the Purchase Price into the Trust Account.

4.       Lock-Up Agreement. Prior to the consummation of an Initial Business Combination (as defined in the Amended and Restated Certificate of Incorporation), the Purchasers shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”) with respect to, any Placement Warrants and the Underlying Shares, or any securities convertible into or exercisable or exchangeable for shares, or warrants or other rights to purchase shares or any such securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Placement Warrants or Underlying Shares or any securities convertible into or exercisable or exchangeable for shares, or warrants or other rights to purchase shares or any such securities, whether any such transaction is to be settled by delivery of shares or such other securities, in cash or otherwise (collectively “Transfer”), provided, however, that the following Transfers shall be allowed, on condition that prior to such Transfer, each permitted transferee or the trustee or legal guardian for each permitted transferee agrees in writing to be bound by the terms of this Agreement: (a) transfers to an entity’s beneficiaries upon its liquidation, (b) transfers to relatives and trusts for estate planning purposes, (c) transfers pursuant to the laws of descent and distribution upon death, (d) transfers pursuant to a qualified domestic relations order, (e) transfers to officers, directors and employees of the Company and persons affiliated with the Company’s founders or (f) transfers by private sales with respect to up to 33% of the Purchasers common stock made at or prior to the consummation of an Initial Business Combination at prices no greater than the price at which the shares were originally purchased.

5.       Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company that:

2