Extract to table

5 hereof; 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, limitations of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and WHEREAS, all acts and things necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, the valid, binding, and legal obligations of the Company, and to authorize the execution and delivery of this Agreement, have been done and performed; NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the other agreements referenced herein, as applicable

For the avoidance of doubt, any extension of the Business Combination Deadline shall require the Sponsor to deposit the full extension amount into the Trust Account prior to the expiration of the initial 18-month period

In the event that the Class A Common Stock is not listed on a national securities exchange at the time of determination, "Fair Market Value" shall be determined in good faith by the Board of Directors of the Company

18 "Permitted Transferee" means, with respect to the Sponsor and each initial holder of Private Placement Warrants, a transferee as defined in the Letter Agreement, including without limitation (a) the Company's officers and directors, (b) Affiliates of the Sponsor, (c) members and partners of the Sponsor, (d) family members of the Sponsor's principals, (e) trusts for the benefit of any of the foregoing, and (f) any person to whom the Private Placement Warrants are transferred by operation of law; provided, that any such Permitted Transferee shall agree in writing to be bound by the transfer restrictions applicable to the transferor set forth herein and in the Letter Agreement

" Two Units must be combined to receive one whole Public Warrant upon separation