Common use of Delivery and Payment Clause in Contracts

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021·], 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 367,500,000 of the net proceeds for the Underwritten Securities (including $5,250,000 13,125,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] , 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 8,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021___], 2022, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 96,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.20, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 ‎2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 200,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price plus $.20 per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price plus $.20 per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b‎(b), to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 ‎2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b‎3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 ‎6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021●], 2019, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 367,500,000 of the net proceeds for the Underwritten Securities (including $5,250,000 13,125,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc., LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 392,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 14,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery (a) In the event that the Underwriters receive any payment from an Investor in connection with the purchase of any Shares by such investor, such payments will be promptly transmitted to and payment deposited into one of two escrow accounts (the “Escrow Accounts”) established by the Company in connection with the Offering, Bryn Mawr Trust Company of Delaware, as escrow agent for funds tendered by Investors placed by SI Securities, LLC and FinTech Clearing, LLC, as escrow agent for all other funds tendered by Investors (the “Escrow Agents”). Among other things, the Underwriters shall forward any checks so received by the Underwriters to the Escrow Agents by noon the next business day. The Underwriters and the Company shall instruct Investors to make wire transfers in accordance with the Company’s qualified Offering Statement. (b) Prior to the Initial Closing date of the Offering and any Subsequent Closing date, (i) each Investor will execute and deliver a Subscription Agreement (each, an “Investor Subscription Agreement”) to the Company and the Company will make available to each Underwriter and the Escrow Agents copies of each such Investor Subscription Agreement; (ii) each Investor will transfer to the Escrow Accounts funds in an amount equal to the price per Share as shown on the cover page of the Final Offering Circular multiplied by the number of Shares subscribed by such Investor; (iii) subscription funds received from any Investor will be promptly transmitted to the Escrow Accounts in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the Escrow Agents will notify the Company and the Representative in writing whether the balance of the Escrow Accounts contains collected funds in the amount equal to the proceeds for the Underwritten Securities and sale of at least 1,500,000 Shares offered hereby (the Option Securities (if “Requisite Funds”). i. If the option provided for in Section 2 hereof Escrow Agents shall have been exercised received at least the Requisite Funds on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021______, 2018, or at such time other time(s) on such later date other date(s), not more than three Business Days after the foregoing date thirty (30) days thereafter, as the Representatives shall designate, which date and time may be postponed agreed upon by agreement between the Representatives Company and the Company or as provided in Section 9 hereof Representative (each such date and time of delivery and payment for the Securities being herein called the date, a “Closing Date”). Delivery , Bryn Mawr Trust Company of Delaware will release the balance of their escrow account to FinTech Clearing, LLC who will release the balance of the Securities shall be made to the Representatives Escrow Accounts for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified collection by the Company and the Representative as provided in the escrow agreement among the Company, the Representative and FinTech Clearing, LLC and the escrow agreement among the Company, the Representative, SI Securities, LLC and The Bryn Mawr Trust Company of Delaware (each an “Escrow Agreement”, collectively, the “Escrow Agreements”) and the Company shall deliver the Shares purchased on such Closing Date to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall Investors, which delivery may be made through the facilities of The the Depository Trust Company (“DTC”) unless or via book entry with the Representatives Company’s securities registrar and transfer agent, Computershare (the “Transfer Agent”). The initial closing (the “Initial Closing”) and any subsequent closing (each, a “Subsequent Closing”) shall otherwise instructtake place at the office of the Representative or such other location as the Representative and the Company shall mutually agree. The Initial Closing and all Subsequent Closings shall each be referred to as a “Closing.” All actions taken at a Closing shall be deemed to have occurred simultaneously on the date of such Closing. ii. If the Requisite Funds have not been received immediately prior to the initial Closing Date, the Offering will not proceed and the Escrow Agents will promptly return the funds to the investors without interest. (ac) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in On each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver issue to the Option Securities Representative (at and/or its designee(s)) the expense Underwriters Warrants. The Underwriter Warrants shall have an exercise price per share equal to one hundred twenty percent (120%) of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, price per Share as shown on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts cover page of the several UnderwritersFinal Offering Circular. The Underwriter Warrants will be exercisable for a term of five years beginning on the Qualification Date (as defined below). The Representative understands and agrees that there are significant restrictions pursuant to Financial Industry Regulatory Authority (“FINRA”) Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the Qualification Date and by its acceptance thereof shall agree that it will not sell, against payment by transfer, assign, pledge or hypothecate the several Underwriters through Underwriter Warrants, or any portion thereof, or be the Representatives subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Qualification Date to anyone other than (i) the Representative or selected dealer in connection with the Offering contemplated hereby or (ii) a bona fide officer or partner of the purchase price thereof Representative or selected dealer; and only if any such transferee agrees to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofforegoing lock-up restrictions.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance reasonably satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security the Purchase Price (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance reasonably satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to c/o Mizuho Securities USA LLC LLC, at 0000 Xxxxxx xx xxx Xxxxxxxx1271 Avenue of the Americas, Xxx XxxxNew York, Xxx Xxxx 00000New York, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 256,250,000 of the net proceeds for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal at least the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date and any settlement date of such Option Securitiesdate, as applicable. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the Closing Date and any settlement date of such Option Securitiesdate, as applicable. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo SecuritiesCredit Suisse Securities (USA) LLC, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Eleven Xxxxxxx Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) Firm Units shall be made at 9:00 a.m.the offices of the Underwriter in Phoenix, New York City timeArizona, on [•] 2021such date (the "Firm Closing Date") as the Underwriter shall designate, or at such time on such later date not more than three Business Days after the foregoing other place or date as the Representatives shall designate, which date and time may be postponed mutually agreed upon by agreement the Company and the Underwriter, not later than the third (or if the Firm Units are priced, as contemplated by Rule 15c6-1 of the Securities Exchange Act of 1934 (the "Exchange Act"), after 4:30 p.m. Washington, D.C. time, the fourth) full business day following the date that any of the Units are released to the Underwriter for sale to the public; provided, however, that in the event the Registration Statement is amended or the Prospectus is supplemented between the Representatives Effective Date and the Company Firm Closing Date, the Underwriter shall have the right to delay the Firm Closing Date to a date that shall allow the Underwriter sufficient time to distribute the Prospectus as amended or supplemented. The certificates for the shares of Common Stock and the Warrants comprising the Firm Units shall be delivered in definitive form or shall be recorded by the Depository Trust Corporation in such names and in such denominations as provided the Underwriter shall request by notice at least two business days prior to the Firm Closing Date, against payment by official bank or certified check, wire transfer to or upon the order of the Company, in Section 9 hereof (such date method as is agreed upon between the Underwriter and time of delivery the Company. Delivery and payment for any Option Units which the Securities being herein called Underwriter may elect to purchase shall be made at the “offices of the Underwriter, on a date (the "Option Closing Date”)") which shall not be earlier than two nor later than five full business days after exercise of the Over-Allotment Option, but in no event earlier than the Firm Closing Date, unless otherwise agreed by the Underwriter and the Company. Delivery of certificates, in definitive form, for the Securities shares of Common Stock and the Warrants comprising the Units being purchased, registered in such names and denominations as the Underwriter shall request by at least two business days' prior notice in writing, shall be made to the Representatives Underwriter or shall be recorded by the Depository Trust Corporation for the respective accounts account of the several Underwriters Underwriter (or its nominee) against payment by the several Underwriters through the Representatives of for the purchase price thereof by official bank or certified check or checks payable to the order of the Company or by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company's account. Delivery of the Underwritten Securities The Firm Closing Date and the Option Securities Closing Date are sometimes referred to collectively as the "Closing Date(s)". On any Closing Date with respect to Option Units, there shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant delivered to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold Underwriter opinions and the public offering price per Unit certificates, dated as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account same effect as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver those required to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Firm Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021, or at such time on such later date not more Not less than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will Partnership shall deliver to the Purchaser a certificate of the Corporation, signed on behalf of the Corporation, without personal liability, by the Chief Financial Officer, addressed to the Corporation certifying the amount of the Intercompany Liabilities and the resulting Subscription Price. The Purchaser shall deliver the Option Securities following to the Corporation at or prior to Closing: (a) any documentation as may be required by applicable securities laws (including the rules and requirements of the TSX and the NYSE, as applicable) in connection with the purchase by the Purchaser of the Purchased Shares; (b) a wire transfer in United States funds to the account of the Corporation, with respect to the Purchased Shares and the Purchased Special Voting Shares, in accordance with the wire transfer instructions set out in Schedule “C”, in the aggregate amount of U.S.$45,600,002.25; (c) a wire transfer in United States funds to the account of the Partnership, with respect to the Purchased Units, in accordance with the wire transfer instructions set out in Schedule “C”, in the amount of the Subscription Price (as set forth in the foregoing certificate); (d) a certificate of the Purchaser, signed on behalf of the Purchaser, without personal liability, by the Chief Financial Officer, the Executive Vice President and Chief Legal Officer of the Purchaser or such other senior officer of the Purchaser as may be acceptable to the Corporation, acting reasonably, addressed to the Corporation and dated the Closing Date certifying that: (i) the representations, warranties and acknowledgements of the Purchaser are true and correct in all material respects as at the expense Closing, with the same force and effect as if made by the Purchaser as at the Closing; and (ii) all covenants of the CompanyPurchaser under this Agreement to be performed on or before the Closing have been duly performed by the Purchaser in all material respects; and (e) to Xxxxx Fargo Securitiesthe agreements contemplated by Section 5(b). Closing will take place at 10:00 a.m. (Toronto time) on the Closing Date at the offices of Stikeman Elliott LLP, LLC at Suite 5300, 000 Xxxx 00xx Xxx Xxxxxx, Xxx XxxxXxxxxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC Xxxxxxx, or at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, such other time on the date specified Closing Date or such other place as may be agreed upon orally or in writing by the Representatives parties. At Closing, the Corporation shall deliver or cause to be delivered: (which shall be at least two (2f) Business Days after exercise of said option) for a certificate representing the respective accounts of the several Underwriters, Purchased Shares against payment by the several Underwriters through Purchaser of U.S.$45,600,000; (g) a certificate representing the Representatives Purchased Units against payment by the Purchaser of the purchase price thereof Subscription Price; (h) a certificate representing the Purchased Special Voting Shares against payment by the Purchaser of U.S.$2.25; (i) a certificate of the Corporation, signed on behalf of the Corporation, without personal liability, by the Chief Executive Officer, Chief Financial Officer of the Corporation or such other senior officer of the Corporation as may be acceptable to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing DatePurchaser, the Company will deliver acting reasonably, addressed to the Representatives on the settlement date for the Option Securities, Purchaser and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on dated the Closing Date certifying that (i) the representations and warranties of the Corporation are true and correct in all material respects as at the Closing, with the same force and effect as if made by the Corporation as at the Closing; and (ii) all covenants of the Corporation under this Agreement to be performed on or before the Closing have been duly performed by the Corporation in all material respects; (j) the agreements contemplated by Section 5(b); and (k) the opinion contemplated by Section 4(d). The Purchaser and the Corporation agree that if Closing has not occurred on or prior to the date that is 25 days from the date of this Agreement or such other date that the Purchaser and the Corporation may agree to in writing (the “Outside Date”), then either party may terminate this Agreement, except that the right to terminate this Agreement will not be available to any party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of Closing to occur by such date. If this Agreement is properly terminated pursuant to the foregoing, then there shall be no further liability of the parties hereunder. Nothing in this Section 6 hereofwill relieve any party from liability for any breach of this Agreement.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 8,750,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives Representative have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the applicable settlement date of such Option Securitiesdate. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the applicable settlement date of such Option Securitiesdate. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Xxxxx Xxxxxx, Xxx Xxxx8th Floor, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx Xxxx, Xxx Xxxx 00000New York 10281, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof therefor to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] March 4, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 343,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 12,250,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 9:00 [ ] a.m., New York City time, on [•] [ ], 2021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) Firm Securities, in each case for the account of the Underwriters. The Option Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. (b) Payment for the Optional Securities shall be made as follows: $9.80 per Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Optional Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the settlement date of such Option Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representatives for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC c/o Credit Suisse Securities (USA) LLC, at 000 Xxxx 00xx Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, and c/o Citigroup Global Markets Inc., at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on October [•] 2021●], 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 441,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 15,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. Option Closing Date. (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxxc/x Xxxxxxxxx LLC, 000 Xxxxxxx Xxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Option Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the applicable settlement date of such Option Securitiesdate. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the applicable settlement date of such Option Securitiesdate. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at 000 60 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021·], 2017, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 367,500,000 of the net proceeds for the Underwritten Securities (including $5,250,000 13,125,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 8,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus$10.10, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 10.00 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus $10.10, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment (a) Certificates in definitive form for the Underwritten Securities Shares to be purchased by each Underwriter hereunder, and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day such authorized denominations and registered in such names as BBTCM may request upon at least 48 hours’ prior notice to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery Selling Stockholders shall be delivered by or on behalf of the Underwritten Securities Company and the Option Securities shall be made Selling Stockholders to BBTCM, through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of each Underwriter, against payment by or on behalf of such Underwriter of the Underwriterspurchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Custodian to BBTCM, at least 48 hours in advance. The Underwritten Securities Company and the Selling Stockholders shall cause the certificates representing the Shares to be registered in such name or names made available for checking and in such authorized denominations as the Representatives may request in writing packaging at least two Business Days 24 hours prior to the Closing Date. If delivery is not made through Time of Delivery (as defined below) with respect thereto at the facilities office of DTC, DTC or its designated custodian (the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date“Designated Office”). The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants time and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through and payment shall be, with respect to the facilities of DTCFirm Shares, 9:30 a.m., Richmond, Virginia time, on [ , ] or such other time and date as BBTCM and the Company will permit the Representatives to examine and package the Option Securities for deliverymay agree upon in writing, at least one Business Day prior and, with respect to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust AccountOptional Shares, together with the proceeds to be received pursuant to this clause (b)9:30 a.m., to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust AccountRichmond, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000Virginia time, on the date specified by BBTCM, in the Representatives written notice given by BBTCM of the Underwriters’ election to purchase such Optional Shares, or at such other time and date as BBTCM and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each such time and date for delivery is herein called a “Time of Delivery.” (which shall b) The documents to be delivered at least two (2) Business Days after exercise each Time of said option) Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross receipt for the respective accounts of the several Underwriters, against payment Shares and any additional documents requested by the several Underwriters through pursuant to Section 7(k) hereof, will be delivered at the Representatives offices of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxx Xxxxxx, Richmond, Virginia 23219 (the purchase price thereof to the Trust Account as described above in Section 3(b“Closing Location”). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 10:00 a.m., Richmond, Virginia time, on the business day next preceding such Time of Delivery, at which meeting the final drafts of the Underwriters documents to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofthe preceding sentence will be available for review by the parties hereto.

Delivery and Payment. Delivery On the basis of the representations, warranties and payment for agreements of the Underwritten Securities Company herein contained, and subject to the terms and conditions set forth in this Agreement: (a) The Company agrees to issue and sell, and the Option Securities Underwriter agrees to purchase from the Company, an aggregate of 3,784,000 Firm Shares at a purchase price of $1.023 per Firm Share (if the option provided for “Purchase Price”). The Company has been advised by the Underwriter that the Underwriter proposes to make a public offering of the Firm Shares as soon after this Agreement has become effective as in Section 2 hereof shall have been exercised on or before Underwriter’s judgment is advisable. The Company is further advised by the second Business Day prior Underwriter that the shares of Common Stock are to be offered to the Closing Datepublic initially at $1.10 per share of Common Stock. (b) Payment of the Purchase Price for, and delivery of, the Firm Shares shall be made at 9:00 the time and date of closing and delivery of the documents required to be delivered to the Underwriter pursuant to Sections 4 and 6 hereof shall be at 10:00 a.m., New York City time, on [•] 2021September 17, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof 2012 (such date and time of delivery and payment for the Securities being herein called the “Closing Date”) at the New York City offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Delivery of On the Securities Closing Date, the Company shall deliver the Firm Shares, which shall be made registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date, to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities Underwriter, which delivery shall be made through the facilities of The the Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructCompany’s DWAC system or Full Fast Delivery Program. (ac) Payment for of the Underwritten Securities Purchase Price for, and delivery of, any Additional Shares shall be made at the Option Closing Date or at such other time and date as follows: $147,000,000 of the net proceeds for Underwriter and the Underwritten Securities (including $5,250,000 of Deferred DiscountCompany determine pursuant to Rule 15c6-1(a) under the Exchange Act. On each such date, the Company shall deliver the Additional Shares to be purchased on that date, which shall be deposited registered in the Trust Account pursuant name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the applicable Option Closing Date, to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the ProspectusUnderwriter, upon which delivery to the Representatives of the Underwritten Securities shall be made through the facilities of DTC orthe Depository Trust Company’s DWAC system or Full Fast Delivery Program. The price for each Additional Share will be the Purchase Price per Firm Share as set forth in Section 2(a) hereof. The Option Closing Date may be simultaneous with, if but not earlier than, the Representatives have otherwise instructedClosing Date; and in the event that such time and date are simultaneous with the Closing Date, upon delivery the term “Closing Date” shall refer to the Representatives time and date of certificates delivery of the Firm Shares and any Additional Shares. (in form and substance satisfactory d) The Company hereby agrees to issue to the RepresentativesUnderwriter (and/or its designees) representing on the Underwritten SecuritiesClosing Date a warrant (the “Underwriter’s Warrant”) for the purchase of an aggregate of up to 113,520 shares of Common Stock (3% of the Firm Shares). The Underwriter’s Warrant in the form attached hereto as Exhibit A (the “Underwriter’s Warrant”) shall be exercisable, in each case for whole or in part, commencing on a date which is one (1) year from the account Closing Date and expiring on the fifth year anniversary of the UnderwritersClosing Date at an initial exercise price per share of $1.375, which is equal to 125% of the initial public offering price of each Firm Share. The Underwritten Securities Underwriter’s Warrant and the shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares during the one-hundred eighty (180) days after the Closing Date and by its acceptance thereof agrees that it will not, sell, transfer, assign, pledge or hypothecate its Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one-hundred eighty (180) days after the Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant shall be registered made on the Closing Date and shall be issued in such the name or names and in such authorized denominations as the Representatives Underwriter may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Daterequest. (be) Payment for the Option No Public Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, which the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated has agreed to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b)Agreement shall be deemed to have been purchased and paid for, to equal or sold by the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust AccountCompany, in each case at least one Business Day prior until such Public Securities shall have been delivered to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, Underwriter thereof against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofUnderwriter.

Delivery and Payment. Delivery On the basis of the representations, warranties and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior agreements, but subject to the Closing Date) shall be made at 9:00 a.m.terms and conditions set forth in this Agreement, New York City time, on [•] 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by for, and delivery of, the Company and to the Trust Account Debentures sold as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities contemplated hereunder shall be made as follows: $147,000,000 : (a) You shall promptly confirm to the Company the dollar amount of the net proceeds Debentures which you intend to purchase. The first closing shall be held on the third full business day after the date of your confirmation for purchase of the Minimum. Thereafter, monthly closings will be held on such date on or after the second to last business day of each month as agreed upon by the Underwriter and the Company, commencing the month in which the first closing occurs and through month after month of the Termination Date. Provided the Minimum has been sold, closings may be held more often upon receipt by the Company of a confirmation from the Underwriter of its intent to purchase the Debentures. The date of each closing is referred to herein as a "Closing Date" and the last closing hereunder is referred to herein as the "Final Closing Date". Unless otherwise agreed by the Underwriter and the Company, each closing will take place at the offices of Xxxxxxxxxx & Xxxxx, P.A., at 10:00 a.m., on the date of such closing. (b) The certificates for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall Debentures to be deposited delivered at each Closing Date will be in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securitiesdefinitive form, in each case for the account of the Underwriters. The Underwritten Securities shall be such denominations and registered in such name or names and in such authorized denominations as the Representatives Underwriter may request in writing and will be made available for inspection and packaging at least two Business Days the Underwriter's offices or at such other place as designated by you at 10:00 a.m., Minneapolis time, on the second full business day prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment Upon closing of the sale by the Company of any Debentures, you shall receive in addition to the 7% underwriting discount and commission provided in Section 3(a): (i) a management fee equal to two percent (2%) of the aggregate dollar amount sold; (ii) a non-accountable expense allowance equal to one percent (1%) of the aggregate dollar amount sold; and (iii) reimbursement for your accountable expenses referred to in paragraph 5(q) (not to exceed two percent (2%) of the aggregate dollar amount of Debentures sold). (d) On each Closing Date, you shall remit to the Company against delivery to you or your designated agent, the purchase price for the Option Securities shall Debentures you have purchased from the Company. Such purchase price may be made as follows: $9.80 per Option Security (including $0.35 per Option Security remitted to the Company net of Deferred Discountthe commissions referred to in paragraph 3(a) shall be deposited and management fees and the accountable expenses and non-accountable expense allowance referred to in paragraph 4(c). Appropriate instructions for the Trust Account registration of the Debentures and authentication and delivery thereof pursuant to the terms Indenture, which instructions shall include the names, addresses and social security or tax identification numbers of the Trust Agreement along with such portion registered holders and the principal amounts of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesDebentures. The Company shall not be obligated have instructed the Trustee to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters accept instructions for the Option Securities is contingent on registration of the (i) payment by the Sponsor Debentures directly from you, and copies of such instructions shall be given to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior same time they are furnished to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofTrustee.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021], 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option SecuritiesSecurities (such date, the “Option Closing Date”), and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, negative assurance letters, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the applicable settlement date of such Option Securitiesdate. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the applicable settlement date of such Option Securitiesdate. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxxxxx Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021[ ], 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,500,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2018, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.00, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second first Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2024, or at such time on such later date not more than three one Business Days Day after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.05, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second first Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) one Business Days Day after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) Shares shall be made at 9:00 a.m.the offices of Xxxxxx & Xxxxx, New York City time00000 Xxxxx Xxxx 0, on [•] 2021Xxxxx 000, Xxxx Xxxxx, XX 00000 (or such other place as shall be mutually agreed upon) at such time on and date established by you following notification by you of the sale during the Offering period of not less than 1,166,667 Shares and up to 1,333,334 Shares, the Company’s compliance with all of the covenants set forth in this Agreement, the receipt by the Escrow Agent of collected funds in payment of such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives Shares and the Company or as provided in Section 9 hereof receipt of confirmation from NASDAQ that the Shares will be listed on NASDAQ (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). The Closing Date and the time and place of delivery of and payment for the Shares may be varied by agreement among the Representative and the Company. Delivery of certificates for the Securities Shares (in definitive form and registered in such names and in such denominations as the Representative shall request at least two business days prior to the Closing Date, as the case may be, by written notice to the Company) shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof therefor by wire transfer transfer, certified or official bank check or checks payable in same-day New York Clearing House funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery order of the Underwritten Securities Company. The Company agrees to make a list of names of all individuals and entities that will be entered into the Option Securities shall be made through book entry system available for inspection at the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 offices of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing Representative at least two Business Days 24 hours prior to the Closing Date. If On the Closing Date, at the time of the delivery is not made through and payment for the facilities of DTCShares, the Company will permit shall: cause the Representatives Escrow Agent to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor pay to the Company for Representative as a non-accountable expense allowance a sum equal to 3% of the Private Placement Warrants gross proceeds of the offering by wire transfer, certified or official bank check or checks payable in New York Clearing House funds payable to the order of the Representative in accordance with instructions from the Representative; and (ii) deposit issue, sell and deliver to the Representative or its designees warrants to purchase up to an aggregate of 58,334 Shares (if the minimum is sold) or 66,667 Shares (if the maximum is sold), for an aggregate purchase price of $10 (the “Representative’s Warrants”), substantially in the form filed as an exhibit to the Registration Statement. The shares of Common Stock included in the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Warrant Shares.” The Representative’s Warrants will be exercisable at an initial exercise price of $9.00 per warrant at any time and from time to time, in whole or in part, during a four (4) year period commencing one (1) year following the Effective Date. In accordance with subparagraph (g) (1) of Rule 2710 of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTCNASD Rules, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company Representative’s Warrants shall not be obligated to sell sold during the offering, or deliver sold, transferred, assigned, pledged, or hypothecated, or be the Option Securities except upon tender subject of payment by any hedging, short sale, derivative, put, or call transaction that would result in the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion effective economic disposition of the gross proceeds from securities by any person for a period of 180 days immediately following the sale date of effectiveness of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product Registration Statement or commencement of sales of the number public offering, except as provided in subparagraph (g)(2) of Units sold and the public offering price per Unit as set forth on the cover Rule 2710 of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofNASD Rules.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2 3 hereof shall have been exercised on or before the second third (3rd) Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021], 2017, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 490,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 17,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives Representative for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Optional Securities shall be made as follows: $9.80 9.800 per Option Optional Security (including $0.35 0.350 per Option Optional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representatives Representative for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 3 hereof is exercised after the second third (3rd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx XxxxxxCredit Suisse Securities (USA) LLC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxN.Y. 10010-3629, Xxx Xxxx 00000Attention: LCD-IBD, on the date specified by the Representatives Representative (which shall be at least two three (23) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Optional Securities, and the obligation of the Underwriters to purchase the Option Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Units and the Option Securities Units (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] March 12, 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities Units and the Option Securities Units shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities Units shall be made as follows: $147,000,000 298,900,000 of the net proceeds for the Underwritten Securities Units (including $5,250,000 10,675,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities Units through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten SecuritiesUnits, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities Units for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities Units except upon tender of payment by the Representatives Representative for all the Underwritten SecuritiesUnits. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion Warrants by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities Units shall be made as follows: $9.80 per Option Security Unit (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities Units through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities Units shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities Units for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities Units except upon tender of payment by the Representatives Representative for all the Option SecuritiesUnits. Payment by the Underwriters for the Option Securities Units is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities Units (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities Units occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option SecuritiesUnits, and the obligation of the Underwriters to purchase the Option Securities Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 229,500,000 of the net proceeds for the Underwritten Securities (including $5,250,000 7,875,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal 102% of the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo SecuritiesDeutsche Bank Securities Inc., LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] March 15, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from of the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from of the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx XxxxxxCredit Suisse Securities (USA) LLC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx Xxxx, Xxx Xxxx 00000N.Y. 10010-3629, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] August 3, 2021, or at such time on such later date not more than three at least two (2) Business Days after the foregoing date as the Representatives Underwriter shall designate, which date and time may be postponed by agreement between the Representatives Underwriter and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “"Closing Date”"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters Underwriter against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“"DTC”") unless the Representatives Underwriter shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus upon delivery to the Representatives Underwriter of the Underwritten Securities through the facilities of DTC or, if the Underwriter has otherwise instructed, upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter) representing the Underwritten Securities, in each case for the account of the Underwriter. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Underwriter may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Underwriter to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Underwriter for all the Underwritten Securities. Payment by the Underwriter for the Underwritten Securities is contingent on the payment by the Sponsor to the Trust Account for the Private Placement Warrants at least one (1) Business Day prior to the Closing Date. (c) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product of the number of Securities sold and the public offering price per Security as set forth on the cover of the Prospectus upon delivery to the Underwriter of the Option Securities through the facilities of DTC or, if the Representatives have Underwriter has otherwise instructed, upon delivery to the Representatives Underwriter of certificates (in form and substance satisfactory to the RepresentativesUnderwriter) representing the Option Securities (or through the facilities of DTC) for the account of the UnderwritersUnderwriter. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Underwriter may request in writing at least two (2) Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Underwriter to examine and package the Option Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Underwriter for all the Option Securities. Payment by the Underwriters Underwriter for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one (1) Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Underwriter, LLC at 000 Xxxx 00xx c/o Citigroup Global Markets Inc., 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, on the date specified by the Representatives Underwriter (which shall be at least two within three (23) Business Days after exercise of said option) for the respective accounts account of the several UnderwritersUnderwriter, against payment by the several Underwriters through the Representatives Underwriter of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Underwriter on the settlement date for the Option Securities, and the obligation of the Underwriters Underwriter to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021], 2024, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 198,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 10.00 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. Option Closing Date. (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx c/o Santander US Capital Markets LLC, 400 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Option Closing Date for the Option Securities, Securities and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m., 10:00 a.m. New York City time, on [•] ], 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.20, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(a) hereof shall have been exercised on or before the second third Business Day prior to immediately preceding the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] March 9, 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 490,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m.the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 AM, New York City time, on [•] September 17, 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative, the Company and the Company Selling Stockholders or as provided in Section 9 11 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Selling Stockholders by wire transfer payable in same-day funds to an account the account(s) specified by the Company and Selling Stockholders in writing to the Trust Account as described below in this Section 3Representative. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representatives Representative shall otherwise instruct. . On the Closing Date, subject to the sale of the Securities by the Selling Stockholders to the Underwriters in compliance with the terms of this Agreement, and in consideration for the Repurchase Securities, the Company shall pay the purchase price set forth in Section 3(a) hereof for each share of the Repurchase Securities by wire transfer of federal (asame-day) funds to the account specified by the Underwriters to the Company at least twenty-four hours in advance. Payment for the Underwritten Repurchase Securities shall be made as follows: $147,000,000 against delivery by the Underwriters of the net proceeds for the Underwritten Repurchase Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities Company through the facilities of the DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(a) hereof shall have been exercised on or before the second third Business Day prior to immediately preceding the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021August 28, 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the such Underwritten Securities shall be made as follows: $147,000,000 735,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 30,000,000 of the Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement Agreement, along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, delivery at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the such Option Securities shall be made as follows: $9.80 10.00 per Option Security (including $0.35 0.60 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Agreement, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have has otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) Securities, in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, delivery at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in paragraph (c) of this Section 3(b)3. If settlement for the Option Securities occurs after the Closing Date, the Company will shall deliver to the Representatives on the applicable settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021December 15, 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 352,800,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 12,600,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] September 24, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 296,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,500,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second [third] Business Day prior to the Closing Date) shall be made at 9:00 a.m.10:00 AM, New York City time, on [•] ·], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3Company. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 [245,000,000] of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 [8,750,000] of Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account Shares (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering Offering price per Unit share as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants Shares and (ii) deposit payment to the Representatives of the Private Placement Portion and deposit of such payment from the sale of the Private Placement Shares in order for the Trust Account by or at the direction of the Company into the Trust AccountCompany, in each case at least one Business Day prior to substantially contemporaneous with the Closing Dateclosing of the sale of the Underwritten Securities. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (Security, including $0.35 of Deferred Discounts per Option Security of Deferred Discount) Security, shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Shares in order for the amount deposited in the Trust Account together with the proceeds to be received pursuant to this clause to equal the product of the number of Units Option Securities sold and the public offering Offering price per Unit share as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities Securities, except upon tender of payment by the Representatives for all the Option SecuritiesSecurities to be purchased. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the applicable number of additional Private Placement Warrants Shares and (ii) deposit of such portion of the gross proceeds from the sale of the additional Private Placement Warrants Shares in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units Option Securities sold and the public offering Public Offering price per Unit share as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to substantially contemporaneous with the applicable settlement date. closing of the sale of the Option Securities. (d) If the option provided for in Section 2 2(b) hereof is exercised after the second [third] Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the Representatives through the facilities of DTC on the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(b)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] October 19, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, and to Mizuho X.X. Xxxxxx Securities USA LLC LLC, at 0000 Xxxxxx xx xxx Xxxxxxxx000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021August 6, 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,500,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] February 11, 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 108,700,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 3,804,500 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.00, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representatives, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which Representatives(which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] November 5, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 175,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 6,125,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.20 per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per the Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.20 per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Xxxxxxc/o Miuzho Securities Co., Xxx XxxxLtd., Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx1271 Avenue of the Americas, Xxx XxxxNew York, Xxx Xxxx 00000New York, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m.10:00 AM, New York City time, on [•] 2021, 2007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructCompany. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the 94,550,000 (or approximately $7.56 per Underwritten Securities (including $5,250,000 of Deferred DiscountSecurity) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion and $1,450,000 shall be paid to the order of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Company upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 7.68 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may Representative request in writing at least not less than two (2) Business Days prior to the settlement date Closing Date and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities. If delivery is not Securities shall be made through the facilities of DTC, DTC unless the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company Representative shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the otherwise instruct. (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo SecuritiesCitigroup Global Markets Inc., LLC at 000 Xxxx 00xx 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(b)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021February 23, 2022, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 247,500,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 8,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. Option Closing Date. (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx c/o Citigroup Global Markets Inc., at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Option Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10 a.m., New York City time, on [•] 2021], 2022, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 128,050,000 of the net proceeds for the Underwritten Securities (including $5,250,000 4,550,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 9.85 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price $10.10 per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Oxxxxxxxxxx & Co. Inc. (“Oppenheimer”), at 80 Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Oppenheimer (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Oxxxxxxxxxx of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Oxxxxxxxxxx on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. (c) In addition to the underwriting discounts and commissions, upon the closing of the Offering (as defined herein), Oxxxxxxxxxx will receive 65,000 ordinary shares (the “Representative Shares”) as underwriter compensation in connection with the Offering (as defined herein). The Representative Shares shall not be transferred, assigned, or sold without prior consent of the Company until the completion of the initial Business Combination. The holders of the Representative Shares have agreed to waive their redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of the Business Combination and to waive their rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 12 months (or up to twenty-one (21) months if the Company extends the period of time to consummate a Business Combination) from the closing of the Offering (as defined herein). The Representative Shares shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities, for a period of at least 180 days beginning on the date of commencement of sales of the Offering (as defined herein) pursuant to FINRA Rule 5110(g)(1).

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021July 1, 2019, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 600,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 21,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx c/o Citigroup Global Markets Inc., at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021August 10, 2020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 245,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security 8,750,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Firm Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Firm Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representatives for all the Firm Securities. (b) Payment for the Option Securities shall be made as follows: $9.800 per Option Security (including $0.350 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two (2) Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (ic) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at 000 Xxxx 00xx Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 00000-0000 Facsimile: (000) 000-0000 Attention: IBCM-Legal or BofA Securities, Inc., Xxx Xxxxxx xx xxx XxxxxxxxXxxx, Xxx Xxxx, Xxx Xxxx 0000000000 Facsimile: (000) 000-0000 Attention: ECM Legal, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b4(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the such Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2018, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 450,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 15,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx c/o Citigroup Global Markets Inc., at 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021December 14, 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 356,400,000 of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account CAPS™ (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units CAPSTM sold and the public offering Public Offering price per Unit CAPSTM as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants CAPS™ and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 24.75 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx00, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in this Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities Shares shall be made at the offices of Xxxxxx & Xxxxx, 00000 Xxxxx Xxxx 0, Xxxxx 000, Xxxx Xxxxx, XX 00000 (or such other place as shall be mutually agreed upon) at such time and date established by you following notification by you of the sale during the Offering period of not less than 1,166,667 Shares and up to 1,333,334 Shares, the Company’s compliance with all of the covenants set forth in this Agreement, the receipt by the Escrow Agent of collected funds in payment of such Shares and the Option Securities receipt of confirmation from NASDAQ that the Shares will be listed on NASDAQ (if the option provided “Closing Date” ). The Closing Date and the time and place of delivery of and payment for the Shares may be varied by agreement among the Representative and the Company. Delivery of certificates for the Shares (in Section 2 hereof definitive form and registered in such names and in such denominations as the Representative shall have been exercised on or before the second Business Day request at least two business days prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designatecase may be, which date and time may be postponed by agreement between written notice to the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities Company) shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof therefor by wire transfer transfer, certified or official bank check or checks payable in same-day New York Clearing House funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery order of the Underwritten Securities Company. The Company agrees to make a list of names of all individuals and entities that will be entered into the Option Securities shall be made through book entry system available for inspection at the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 offices of the net proceeds for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing Representative at least two Business Days 24 hours prior to the Closing Date. If On the Closing Date, at the time of the delivery is not made through and payment for the facilities of DTCShares, the Company will permit shall: cause the Representatives Escrow Agent to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor pay to the Company for Representative as a non-accountable expense allowance a sum equal to 3% of the Private Placement Warrants gross proceeds of the offering by wire transfer, certified or official bank check or checks payable in New York Clearing House funds payable to the order of the Representative in accordance with instructions from the Representative; and (ii) deposit issue, sell and deliver to the Representative or its designees warrants to purchase up to an aggregate of 58,334 Shares (if the minimum is sold) or 66,667 Shares (if the maximum is sold), for an aggregate purchase price of $10 (the “Representative’s Warrants” ), substantially in the form filed as an exhibit to the Registration Statement. The shares of Common Stock included in the Representative’s Warrants are hereinafter referred to collectively as the “Representative’s Warrant Shares.” The Representative’s Warrants will be exercisable at an initial exercise price of $9.00 per warrant at any time and from time to time, in whole or in part, during a four (4) year period commencing one (1) year following the Effective Date. In accordance with subparagraph (g) (1) of Rule 5110 of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTCFINRA Rules, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company Representative’s Warrants shall not be obligated to sell sold during the offering, or deliver sold, transferred, assigned, pledged, or hypothecated, or be the Option Securities except upon tender subject of payment by any hedging, short sale, derivative, put, or call transaction that would result in the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion effective economic disposition of the gross proceeds from securities by any person for a period of 180 days immediately following the sale date of effectiveness of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product Registration Statement or commencement of sales of the number public offering, except as provided in subparagraph (g)(2) of Units sold and the public offering price per Unit as set forth on the cover Rule 5110 of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereofFINRA Rules.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] December 6, 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the total amount deposited in the Trust Account to equal the product of (i) the number of Units sold and (ii) $10.05 (the public offering price per Unit as set forth on the cover of the Prospectus“Trust Account Funding”), upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the total amount deposited in the Trust Account to equal the Trust Account Funding plus the product of (i) the number of Units Option Securities sold and the public offering price per Unit as set forth on the cover of the Prospectus (ii) $10.05, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Securities (if the option provided for in Section 2 3 hereof shall have been exercised on or before the second (2nd) Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 10 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Firm Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.350 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the settlement date of such Option Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option Securities. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (ic) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx Credit Suisse Securities (USA) LLC, Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b4(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the such Option Securities, and the obligation of the Underwriters to purchase the such Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof. (d) Concurrently with the payment for the Firm Securities, the Underwriters shall reimburse the Company for an aggregate amount of $[●] for application towards offering expenses.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 269,500,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 9,625,0000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.00, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] March , 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 200,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates or book-entry credits (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates or book-entry credits (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second [second] Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited of the funds held in the Trust Account to equal the product of the number of Units sold and the public offering Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives Representative have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the a proportional amount of additional Private Placement Warrants in order for the amount deposited of the funds held in the Trust Account to equal the product of the number of Units sold (including, for the avoidance of doubt, any Option Securities) and the public offering Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, delivery at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m.[●], New York City time, on [•] ●], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 392,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 14,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, at c/o Goldman Xxxxx Fargo Securities& Co. LLC, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Credit Suisse Securities (USA) LLC, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, and X.X. Xxxxxx Securities LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ], 2021, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 8,750,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.00, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second [second] Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 10,500,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for amount of the amount deposited funds held in the Trust Account to equal the product of the number of Units sold and the public offering Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives Representative have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the a proportional amount of additional Private Placement Warrants in order for the amount deposited of the funds held in the Trust Account to equal the product of the number of Units sold (including, for the avoidance of doubt, any Option Securities) and the public offering Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) ), in each case for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, delivery at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC Deutsche Bank Securities Inc. at 000 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2 3 hereof shall have been exercised on or before the second third (3rd) Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021January 28, 2020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Firm Securities, in each case for the account of the Underwriters. The Firm Securities shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representative to examine and package the Firm Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Firm Securities except upon tender of payment by the Representative for all the Firm Securities. (b) Payment for the Optional Securities shall be made as follows: $9.80 per Optional Security (including $0.350 per Optional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representative of the Optional Securities through the facilities of DTC or, if the Representative has otherwise instructed, upon delivery to the Representative of certificates (in form and substance satisfactory to the Representative) representing the Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the settlement date of such Option Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Optional Securities for delivery, at least one (1) Business Day prior to the settlement date of such Option Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representatives Representative for all the Option Optional Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 3 hereof is exercised after the second (2nd) Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx XxxxxxCredit Suisse Securities (USA) LLC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxN.Y. 10010-3629, Xxx Xxxx 00000Attention: LCD-IBD, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b4(b). If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Optional Securities, and the obligation of the Underwriters to purchase the Option Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second first Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021December 16, 2024, or at such time on such later date not more than three one Business Days Day after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.05, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second first Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) one Business Days Day after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2020, or at such time on such later date not more than three two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 126,250,000 of the net proceeds received by the Company for the Underwritten Securities (including $5,250,000 4,375,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of (i) the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus(ii) $10.10, upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the . (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo the Representative, in the same manner as the delivery of the Underwritten Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Additional Closing Date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 250,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 8,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 10.00 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus Prospectus, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. (e) The Underwriters agree that 3.5% of the gross proceeds from the sale of the Units ($8,750,000) and 5.5% of the gross proceeds from the sale of the Option Units (up to $ 2,062,500) (collectively, the “Deferred Underwriting Commission”) will be deposited and held in the Trust Account and payable directly from the Trust Account to the Representative for its own account upon consummation of the Company’s initial Business Combination. The Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including the payment of the Deferred Underwriting Commission from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representatives.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m.10:00 AM, New York City time, on [•] 2021, 2007, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instructCompany. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 of the net proceeds for the 95,300,000 (or approximately $7.62 per Underwritten Securities (including $5,250,000 of Deferred DiscountSecurity) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion and $895,000 shall be paid to the order of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Company upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case Securities (or through the facilities of the Depository Trust Company (the “DTC”)) for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the The Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one (1) Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 7.89 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account Fund pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesUnderwriters) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The certificates representing the Option Securities shall to be delivered will be in such denominations and registered in such name or names and in such authorized denominations as the Representatives may Representative request in writing at least not less than two (2) Business Days prior to the settlement date Closing Date and will be made available to the Representative for inspection, checking and packaging at the aforesaid office of the Company’s transfer agent or correspondent not less than one (1) Business Day prior to such Closing Date. Delivery of the Underwritten Securities and the Option Securities. If delivery is not Securities shall be made through the facilities of DTC, DTC unless the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option Securities. The Company Representative shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the otherwise instruct. (id) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 2(b) hereof is exercised after the second third Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo SecuritiesCitigroup Global Markets Inc., LLC at 000 Xxxx 00xx 300 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to or upon the Trust Account as described above order of the Company by wire transfer payable in Section 3(b)same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021November 19, 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units Securities sold and the public offering price per Unit Security as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 hereof shall have been exercised on or before the second third Business Day prior to the Closing Date) shall be made at 9:00 a.m., New York City time, on [•] ●], 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (a) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds for the Underwritten Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering Public Offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securities, LLC at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000the Representatives, on the date specified by the Representatives (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 ‎2(a) hereof shall have been exercised on or before the second third Business Day prior to immediately preceding the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021September 15, 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3‎3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 294,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,500,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 ‎2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at c/o Citigroup Global Markets Inc., 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] February 26, 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 514,500,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 18,375,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second first Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 202116, 2024, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 198,300,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 10,300,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) Units in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and 100.5% of the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives Representative for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case Units at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 10.00 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred DiscountSecurities) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants Units and a cash payment from the Underwriters (out of commissions otherwise payable pursuant to this Agreement) in order for the an amount deposited in the Trust Account equal to equal the product of the number of Units sold and the public offering price $0.05 per Unit as set forth on the cover of the Prospectus Option Security purchased, upon delivery to the Representatives Representative of the Option Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives Representative for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. Option Closing Date. (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx c/o Santander US Capital Markets LLC, 400 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the date specified by the Representatives Representative (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date Option Closing Date for the Option Securities, Securities and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. Delivery of and payment for the Underwritten Firm Securities and the Option Optional Securities (if the option provided for in Section 2 hereof Option shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] 2021●], 2020, or at such time on such later date not more than three (3) Business Days after the foregoing date as the Representatives Representative shall designate, which date and time may be postponed by agreement between the Representatives Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “Closing Date”). Delivery of the Offered Securities shall be made to the Representatives Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives Representative of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 34. Delivery of the Underwritten Firm Securities and the Option Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives Representative shall otherwise instruct. (a) Payment for the Underwritten Firm Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds for the Underwritten Firm Securities (including $5,250,000 7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives Representative of the Underwritten Firm Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Underwritten Firm Securities, in each case for the account of the Underwriters. The Underwritten Firm Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Underwritten Firm Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Firm Securities except upon tender of payment by the Representatives Representative for all the Underwritten Firm Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (b) Payment for the Option Optional Securities shall be made as follows: $9.80 per Option Optional Security (including $0.35 per Option Optional Security of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives Representative of the Option Optional Securities through the facilities of DTC or, if the Representatives have Representative has otherwise instructed, upon delivery to the Representatives Representative of certificates (in form and substance satisfactory to the RepresentativesRepresentative) representing the Option Optional Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Optional Securities shall be registered in such name or names and in such authorized denominations as the Representatives Representative may request in writing at least two (2) Business Days prior to the settlement date of such Option Optional Securities. If delivery is not made through the facilities of DTC, the Company will permit the Representatives Representative to examine and package the Option Optional Securities for delivery, at least one Business Day prior to the settlement date of such Option Optional Securities. The Company shall not be obligated to sell or deliver the Option Optional Securities except upon tender of payment by the Representatives Representative for all the Option Optional Securities. Payment by the Underwriters for . (c) If the Option Securities is contingent on the (i) payment by the Sponsor to the Company for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. If the option provided for in Section 2 hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Optional Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representative, LLC at 000 Xxxx 00xx XxxxxxCredit Suisse Securities (USA) LLC, Xxx XxxxEleven Madison Avenue, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx XxxxxxxxNew York, Xxx XxxxN.Y. 10010-3629, Xxx Xxxx 00000Attention: IBCM-Legal, on the date specified by the Representatives Representative (which shall be at least two (2) Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives Representative of the purchase price thereof to the Trust Account as described above in Section 3(b)4(b) hereof. If settlement for the Option Optional Securities occurs after the Closing Date, the Company will deliver to the Representatives Representative on the settlement date for the Option such Optional Securities, and the obligation of the Underwriters to purchase the Option such Optional Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 7 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 10:00 a.m., New York City time, on [•] , 2021, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 196,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 7,000,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have has otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Mizuho Securities USA LLC at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on xx the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.

Delivery and Payment. (a) Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2 2(b) hereof shall have been exercised on or before the second Business Day prior to the Closing Date) shall be made at 9:00 a.m.[●], New York City time, on [•] 2021●], 2020, or at such time on such later date not more than three at least two Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (ab) Payment for the Underwritten Securities shall be made as follows: $147,000,000 245,000,000 of the net proceeds received by the Company for the Underwritten Securities (Securities, including $5,250,000 8,750,000 of the Deferred Discount) , shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants deposited in the Trust Account (the “Private Placement Portion”) in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus, Prospectus upon delivery to the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for all the Underwritten Securities. Payment by the Underwriters for the Underwritten Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of the Private Placement Portion by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the Closing Date. (bc) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per any Deferred Discount attributable to the Option Security of Deferred Discount) Securities), shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement along with such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the amount deposited in the Trust Account to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus upon delivery to the Representatives of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to the settlement date of such Option SecuritiesClosing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine and package the Option Securities for delivery, at least one Business Day prior to the settlement date of such Option SecuritiesClosing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities. Payment by the Underwriters for the Option Securities is contingent on the (i) payment by the Sponsor to the Company Trust Account for the Private Placement Warrants and (ii) deposit of such portion of the gross proceeds from the sale of the Private Placement Warrants in order for the Trust Account, together with the proceeds to be received pursuant to this clause (b), to equal the product of the number of Units sold and the public offering price per Unit as set forth on the cover of the Prospectus by or at the direction of the Company into the Trust Account, in each case at least one Business Day prior to the applicable settlement date. . (d) If the option provided for in Section 2 2(b) hereof is exercised after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to Xxxxx Fargo Securitiesthe Representatives, LLC at c/o Citigroup Global Markets Inc., at 000 Xxxx 00xx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxx, c/o Credit Suisse Securities (USA) LLC, at 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000, and to Mizuho Securities USA LLC c/o Cowen and Company, LLC, at 0000 Xxxxxx xx xxx Xxxxxxxx000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, XX 00000 on the date specified by the Representatives (which shall be at least two (2) within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust Account as described above in Section 3(b3(c). If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof.