WHEREAS, following the consummation of the Offering, in order to (a) finance the Companys transaction costs in connection with an initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan funds to the Company as the Company may require from time to time and (b) extend the time for the Company to consummate its initial Business Combination by no more than two three-month periods, the Sponsor (or its affiliates or designees) will deposit into the trust account funds in an amount equal to one percent (1.0%) of the gross proceeds of the Companys Offering (including any gross proceeds received as a result of the underwriters exercise of its over-allotment option) for each three-month period, in exchange for a non-interest bearing, unsecured promissory note issued by the Company; up to a maximum amount of $4,600,000 of such loans described in clauses (a) and (b) of this whereas clause may be converted into warrants at the option of the lender, bearing the legend set forth in Exhibit B hereto (the Loan Convertible Warrants) at a purchase price of $1.50 per Loan Convertible Warrant; and
WHEREAS, following the consummation of the Offering, the Company may issue additional warrants (the Post-IPO Warrants and, collectively with the Public Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Warrants, the Warrants) in connection with, or following the consummation by the Company of, its initial Business Combination; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-259038) (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the shares of Common Stock included in the Units (such shares of Common Stock included in the Units, the Public Shares); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.