Warrant Subscription Agreement by bobzepfel


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									                        WARRANT SUBSCRIPTION AGREEMENT

        THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of
the __ day of                 ,                 (the "Effective Date") by and among
                                                      (the “Company”), and each of the persons
and entities whose names are set forth on the signature pages hereto under “Subscribers” (the
“Subscribers” and each, a “Subscriber”).


         A. The Company desires to sell on a private placement basis (the “Offering”) an
aggregate of                  warrants (the “Warrants”) of the Company for a purchase price of
$               per Warrant. Each Warrant is exercisable to purchase one share of Common Stock
at an exercise price of $             per share during the period commencing on the later of: (i)
one year from the date of the prospectus relating to the Company’s IPO (as defined below) and
(ii) 30 days following the consummation of a Business Combination (as defined in Section 5
below) and, subject to Section 10 below, expiring on the fifth anniversary of the consummation
of a Business Combination;

        WHEREAS, Subscribers wish to purchase the Warrants and the Company wishes to
accept such subscriptions.

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Subscribers hereby agree as follows

       1.       Agreement to Subscribe

       1.1.      Purchase and Issuance of the Warrants. Upon the terms and subject to the
conditions of this Agreement, the Subscribers hereby agree to purchase from the Company, and
the Company hereby agrees to sell to the Subscribers, on the Closing Date (as hereinafter
defined), the Warrants for an aggregate purchase price of $                        (the
“Purchase Price”) in such amounts as are indicated next to each Subscriber’s name on Exhibit
A attached hereto.

        1.2.     Delivery of the Purchase Price. Upon execution of this Agreement, the
Subscribers are hereby bound to fulfill their obligations hereunder and hereby irrevocably
commit to deliver into a trust account at a financial institution to be chosen by the Company,
maintained by                                  , acting as Trustee, on the date of Closing (as
hereinafter defined), the Purchase Price in immediately available funds by certified bank check,
wire transfer or such other form of payment as shall be acceptable to the Trustee, in its sole and
absolute discretion, at the Closing.
        1.3.     Closing. The closing (the “Closing”) of the Offering, shall take place at the
offices of the Company, on or prior to the closing date of the Company’s initial public offering
(“IPO”) of                    units of Common Stock and Warrants (the “Closing Date”).

       1.4.    Warrant Agreement. Each Warrant shall have the terms set forth in the Warrant
Agreement to be entered into by the Company and a warrant agent, in connection with the IPO
(the “Warrant Agreement”).

        2.      Representations and Warranties of the Subscribers

        Each Subscriber represents and warrants to the Company solely as to such Subscriber

        2.1.      No Government Recommendation or Approval. Subscriber understands that no
United States federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Company or the Offering of
the Warrants or the shares of common stock of the Company underlying the Warrants (the
“Warrant Shares” and, collectively with the Warrants, the “Securities”) or the fairness or
suitability of the investment in the Securities by the Subscribers nor have such authorities passed
upon or endorsed the merits of the Offering.

        2.2.     Regulation D Offering. Subscriber represents that it is an “accredited investor”
as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as
amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made
in reliance on a private placement exemption to “Accredited Investors” within the meaning of
Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

       2.3.      Intent. Subscriber is acquiring the Warrants and, upon exercise of the Warrants,
the Warrant Shares, solely for investment purposes, for its own account and not for the account
or benefit of any U.S. Person, and not with a view towards the distribution thereof and
Subscriber has no present arrangement to sell the Securities to or through any person or entity.
Subscriber shall not engage in hedging transactions with regard to the Warrants and the
underlying securities unless in compliance with the Securities Act.

        2.4.     Restrictions on Transfer. Subscriber acknowledges and understands the Warrants
are being offered in a transaction not involving a public offering in the United States within the
meaning of the Securities Act. The Securities have not been registered under the Securities Act
or any state securities law, and, if in the future Subscriber decides to offer, resell, pledge or
otherwise transfer the Securities, such Securities may be offered, resold, pledged or otherwise
transferred only (A) pursuant to an effective registration statement filed under the Securities Act
or (B) pursuant to an exemption from the registration requirements of the Securities Act, and in
each case in accordance with any applicable securities laws of any state or any other jurisdiction.
Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to be
made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the
Company an opinion of counsel satisfactory to the Company. Absent registration or an available
exemption from registration, Subscriber agrees it will not resell the Securities. Subscriber further
acknowledges that the Securities Exchange Commission (“SEC”) has taken the position that
promoters or affiliates of a blank check company and their transferees, both before and after a
Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to
the Securities Act would not be available for resale transactions of the Securities despite
technical compliance with the requirements of such Rule, and the Securities can be resold only
through a registered offering or in reliance upon another exemption from the registration
requirements of the Securities Act.

        2.5.     Sophisticated Investor.

       (i)       Subscriber is sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Warrants.

        (ii)     Subscriber is aware that an investment in the Warrants is highly speculative and
subject to substantial risks because, among other things, none of the Securities have been
registered under the Securities Act and therefore cannot be sold unless subsequently registered
under the Securities Act or an exemption from such registration is available. Subscriber is able to
bear the economic risk of its investment in the Securities for an inde
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